Corporations Keyed to Hamilton
Marciano v. Nakash
Facts
Ari, Joe, and Ralph Nakash, (Appellees), and Appellants each own fifty percent of Gasoline, Ltd. Appellees made $2.5 million in loans to Gasoline, Ltd. As officers of Gasoline, Appellees executed various documents that supported the loans and at the same time guaranteed those loans extended through their wholly owned entities. Because of deadlock within the board of directors, the transactions did not receive majority approval of the directors or shareholders. Appellants argue that the loan transactions are voidable at the option of the corporation notwithstanding its fairness or the good faith of its participants.
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