Mason v. Mason

The Mason Holding Company, Inc. (company) (defendant) was a closely held corporation that owned several tire stores. The company was owned by Joseph Mason Sr., his wife, Catherine Mason, their daughter, Kathy St. Blanchard (collectively, the Masons) (defendants), and their son, Joseph Mason Jr. (plaintiff). As of 2007, Joseph Jr. and Kathy each owned 30 percent of the company’s stock. Joseph Jr. was the company’s president as of 2001. In September, Wayne Byrd, Joseph Jr.’s attorney, demanded that the company stop paying for the shareholders’ personal expenses. The Masons responded by agreeing to reimburse the company for personal expenses, but Joseph Jr. refused to do so. In October, the shareholders elected Joseph Sr. as president and Joseph Jr. as vice president. Joseph Jr.’s salary and benefits were unchanged, as were most of his duties. In August, a month after stopping working for the company, Joseph Jr. sued the Masons and the company. Joseph Jr. sought, among other things, to have the company purchase his shares pursuant to South Carolina’s statutory provisions regarding the dissolution of closely held corporations. The Masons and the company asserted counterclaims against Joseph Jr. concerning a so-called casing scheme, by which Joseph Jr. exchanged fake tire receipts for company cash. The parties consented to a trial by a special referee. At trial, the Masons and the company presented evidence regarding the casing scheme, to which Joseph Jr. admitted. Joseph Jr. also admitted that he was not fired or told not to return to work and that his salary was not cut, but that he stopped working for the company because he was unhappy there, believed the Masons wanted him to quit, and was embarrassed by the Masons in front of other employees. The special referee ruled for the Masons and the company in all respects. Joseph Jr. appealed.