Abreu v. Unica Indus. Sales, Inc.
Appellate Court of Illinois
586 N.E.2d 661 (1991)
Zenaida Abreu (plaintiff) owns 50 percent of shares and is the president of Ebro Foods, Inc. Ralph and William Steinbarth (defendants) co-own and are the sole directors of La Preferida, Inc. (defendant), which owns the other 50 percent of Ebro shares. Ralph Steinbarth created Unica Industrial Sales, Inc. to compete with Ebro for Kraft Foods’ business. Abreu brought a shareholder’s derivative action against the Steinbarths, Law Preferida, and Unica (defendants). The trial court found that there had been oppressive conduct and fraudulent self-dealing, and removed Ralph Steinbarth as director on Ebro’s board. The trial court also found that the Steinbarths and La Preferida had breached their fiduciary duties, and ordered relief, including appointing an additional director to oversee Ebro’s new board of directors and to break any deadlocks between the two existing directors, Abreu and La Preferida’s candidate. The court appointed Silvio Vega, Abreu’s son-in-law, as the provisional director. Vega worked for Ebro for more than 17 years, was familiar with the corporation, had a CPA degree, and understood the history of Ebro and La Preferida’s relationship. The Steinbarths and La Preferida appeal, arguing that Vega’s appointment violated the statutory requirement that provisional directors be impartial, and that the trial court erred in refusing to remove Vega for acting in ways that are inconsistent with his duties as provisional director.
Rule of Law
Holding and Reasoning (Greiman, J.)
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.
Here's why 170,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 13,800 briefs, keyed to 187 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.