Nixon v. Lichtenstein
Missouri Court of Appeals
959 S.W.2d 854 (1997)

- Written by Sean Carroll, JD
Facts
Allene Lichtenstein (defendant) was a director of the David B. Lichtenstein Foundation (the foundation). The foundation was created by an indenture of trust. The trust prohibited self-dealing and capped its directors’ compensation at 5 percent of the trust’s income. In 1991, in accordance with the trust indenture, the foundation was dissolved, and its assets were used to start the Lichtenstein Foundation (the corporation), a nonprofit corporation. The corporation’s articles of incorporation maintained the terms of the trust, including the prohibition on self-dealing and the cap on directors’ compensation. In 1993, Lichtenstein was appointed as first vice president/director and received a salary of $120,000. Lichtenstein also used corporation funds to install a telephone line in every room in her house. There was also evidence that Lichtenstein used corporation funds for personal travel. The attorney general (plaintiff) sued Lichtenstein for breaching her duties to the corporation. The trial court applied trust law to the case and removed Lichtenstein as a director. The trial court found under trust law that Lichtenstein violated the articles of incorporation and ordered Lichtenstein to reimburse the corporation. Lichtenstein appealed, arguing that the court should not have applied trust law but rather corporations law, and specifically the business-judgment rule. Lichtenstein argued that because the foundation was converted into a corporation, she was a corporate director and no longer a trustee.
Rule of Law
Issue
Holding and Reasoning (Hoff, J.)
What to do next…
Here's why 832,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 46,500 briefs, keyed to 994 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.