Exergen Corp. (defendant) is a close corporation that has been controlled since its inception by its president and founder, Francesco Pompei (defendant). Steven Merola (plaintiff) began working full-time at Exergen in 1982, with the understanding that he would have the opportunity to become a major shareholder of the company. During the years 1982 and 1983, Merola purchased over 5,000 shares of Exergen stock, first at $2.25 a share and then at $5 per share. He was later terminated without cause, though this was permissible under his contract. He sold his stock back to the company in 1991 for $17 per share. Merola sued Exergen and Pompei, arguing that by terminating him, Pompei breached the duty owed to Merola as a minority shareholder. The trial court found in Merola’s favor as to both parties. The appellate court affirmed the judgment against Pompei but dismissed the case as to Exergen. Pompei appealed.