Lloydona Peters Enterprises, Inc. v. Dorius

Lloydona Peters Enterprises, Inc. (Lloydona) (plaintiff) was owned by four sisters in equal shares. Each sister served as a director and an officer. One of the sisters, DeLoris Dorius, and her husband (collectively, the Doriuses) (defendants) purchased an office building for which Lloydona agreed to pay half in exchange for a one-half interest in the property. Several years later, Lloydona and the Doriuses discussed the possibility of Lloydona selling its share in the property to the Doriuses. The directors agreed to get the property appraised. All four directors viewed the appraisal as valid, and the Doriuses gave a check for the appraised-value amount to Gay Driggs, director and treasurer of Lloydona. Jean Hull, director and president of Lloydona, and another director were undecided whether to sell Lloydona’s interest at the appraised price, but Driggs deposited the check in Lloydona’s bank account contrary to Hull’s and the other director’s express wishes. Subsequently, the Doriuses no longer recognized Lloydona’s interest in the property and discontinued forwarding Lloydona’s share of rental payments from the property. On behalf of Lloydona, Hull initiated an action in trial court against the Doriuses to convey to Lloydona a one-half interest in the property. The Doriuses filed a motion to dismiss, claiming that Hull had no authority to initiate litigation on behalf of Lloydona. The trial court granted the motion, and Lloydona appealed.