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Ingle v. Glamore Motor Sales, Inc.
Court of Appeals of New York
73 N.Y.2d 183, 538 N.Y.S.2d 771, 535 N.E.2d 1311 (1989)
Ingle (plaintiff) was one of four directors and shareholders of Glamore Motor Sales, Inc. (GMS) (defendant); Ingle was also GMS’s sales manager. Ingle did not have an employment contract that specified any kind of employment duration. The other three directors/shareholders were James Glamore and his two sons (defendants). The four directors entered into an agreement that provided that if “any Stockholder cease[d] to be an employee of the Corporation for any reason,” James Glamore would have the option to purchase all the shares owned by that stockholder. Subsequently, Ingle was voted out of his director position and fired from his job at GMS. Ingle brought suit, alleging a breach of fiduciary duty and arguing that as a minority shareholder in a close corporation his employment rights are attached to the fiduciary duties owed to him. The lower courts dismissed the complaint and Ingle appealed.
Rule of Law
Holding and Reasoning (Bellacosa, J.)
Dissent (Hancock, J.)
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