Charlestown Book & Shoe, Inc. (Charlestown) (plaintiff) is a manufacturing corporation. Dunsmore and Willard (defendants) were elected as directors. In 1874, the shareholders appointed Osgood to work with the directors to wind up the corporation’s affairs. The directors refused to work with Osgood and did not wind up the business. The directors also did not obtain insurance against fire for the business property. In 1878, the business property burned down and its machinery was destroyed. The shareholders sued Dunsmore and Willard under the name of the corporation. They alleged that Dunsmore and Willard caused the business to lose money by not working with Osgood, and by not properly insuring the property. Dunsmore and Willard moved to dismiss the action.