Granewich v. Harding
Oregon Supreme Court
329 Or. 47, 985 P. 2d 788 (1999)
- Written by Eric Miller, JD
Facts
William Granewich II (plaintiff) was one of three directors of Founders Funding Group, Inc. (FFG) (defendant). Granewich and the other two directors—Ben Harding and Jeannie Alexander-Hergert (defendants)—each owned one-third of FFG’s stock. Later, Granewich alleged that Harding and Alexander-Hergert conspired to remove Granewich from the board and issue new stock to dilute Granewich’s ownership interest, effectively squeezing him out of the corporation. Granewich further alleged that Harding and Alexander-Hergert, acting in their corporate capacities, employed Michael Farrell and the law firm Martin, Bischoff, Templeton, Langslet & Hoffman (collectively, the attorneys) (defendants) to help with the squeeze-out scheme. Granewich brought a case for breach of fiduciary duties owed to him as a minority shareholder, director, and employee of FFG. The court dismissed the claims against FFG, Harding, and Alexander-Hergert, leaving Granewich’s allegations against the attorneys. Both the circuit court and the court of appeals ruled against Granewich, holding that the attorneys did not owe him a fiduciary duty. Granewich appealed to the Oregon Supreme Court.
Rule of Law
Issue
Holding and Reasoning (Gillette, J.)
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