Wilkes v. Springside Nursing Home, Inc.
Supreme Judicial Court of Massachusetts
353 N.E.2d 657 (Mass. 1976)
Wilkes (plaintiff), Riche, Quinn, and Connor were the four directors of the Springside Nursing Home, Inc. (Springside) (defendant), each owning equal shares and having equal power within the corporation. Eventually the relationship between Wilkes and the other three directors (defendants) soured. When Springside became profitable, the defendants voted to pay out salaries to themselves, but did not include Wilkes in the group to whom salary would be paid. Then, at an annual meeting, Wilkes was not reelected as director and was informed that he was no longer wanted in the management group of Springside. Over the course of these events, Wilkes faithfully and diligently carried on his duties to the corporation. Wilkes brought suit against the defendants for breach of their fiduciary duty owed to him. The lower court dismissed Wilkes’s complaint. He appealed.
Rule of Law
Holding and Reasoning (Hennessey, J.)
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