Grato v. Grato
New Jersey Superior Court
639 A.2d 390 (1994)
Facts
The Grato family (William, Louis, Steven, Thomas, and Lois) was in the trucking business. The original company was Grato & Sons Trucking Company, Inc. Due to a serious collision involving one of the family’s trucks and a subsequent lawsuit, the family formed a new corporation named Eastern Motor Freight. Eastern had the same address, employees, and customers as the original trucking company. Lois (plaintiff) and Louis (defendant) separated, and the separation led to a conflict within the business. Lois was terminated as a result. Lois filed suit. The other family members applied to commence the statutory buyout procedure of Lois’s shares. A settlement regarding the collision was reached, and the family withdrew its buyout offer to Lois. During this period of conflict and litigation, Louis, acting alone, formed a third corporation named International Motor Freight (IMF), which took over nearly all of the business and assets of the first two corporations. Eventually, Louis, William, and Steven voted to dissolve the first two corporations. Lois did not know about IMF and accepted a lower value for her shares based on her belief that the business was being dissolved rather than bought out by IMF. The lower court awarded Lois the value of her shares at the value of the new corporation. An appeal to the New Jersey Superior Court followed.
Rule of Law
Issue
Holding and Reasoning (Conley, J.)
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