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Corporations Keyed to Klein
Cheff v. Mathes
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*Case Brief Anatomy includes: Brief Prologue, Complete Case Brief, Brief Epilogue
- The Brief Prologue provides necessary case brief introductory information and includes:
- Topic: Identifies the topic of law and where this case fits within your course outline.
- Parties: Identifies the cast of characters involved in the case.
- Procedural Posture & History: Shares the case history with how lower courts have ruled on the matter.
- Case Key Terms, Acts, Doctrines, etc.: A case specific Legal Term Dictionary.
- Case Doctrines, Acts, Statutes, Amendments and Treatises: Identifies and Defines Legal Authority used in this case.
- The Case Brief is the complete case summarized and authored in the traditional Law School I.R.A.C. format. The Pro case brief includes:
- Brief Facts: A Synopsis of the Facts of the case.
- Rule of Law: Identifies the Legal Principle the Court used in deciding the case.
- Facts: What are the factual circumstances that gave rise to the civil or criminal case? What is the relationship of the Parties that are involved in the case. Review the Facts of this case here:
Defendants were directors of Holland, including the CEO. Holland manufactured furnaces and air conditioners, and it directly hired its retail sales staff (a practice that the directors believed was a key to Holland’s success). Holland performed well during 1946 to 1948, but sales declined until 1956. In 1957 the company reorganized and cut some unprofitable stores and it resulted in a healthier bottom line. At the same time, shares of Holland were being bought on the open market by Arnold Maremont, which increased share price. Maremont was well-known for taking over companies and then liquidating their assets. At the very least, Maremont contacted the Holland CEO, P.T. Cheff, to inquire about a merger with his company and altering the sales model to only sell to wholesalers. Cheff discussed this with other directors, and they agreed to thwart Maremont’s attempts to buy Holland in order to keep Holland running in its current state. Some directors agreed to personally bu y the shares from Maremont if the board decided not to do so, but the board voted to use Holland funds to purchase the shares at a premium price of $20 per share (the net quick asset value was $14). Plaintiffs argued that the directors used Holland’s funds to ensure that their positions with the company remained intact. The Vice-Chancellor of the lower court agreed, and therefore upheld the suit against the defendants that had a vested interest in the purchase as a result of their positions with the company.
- Issue(s): Lists the Questions of Law that are raised by the Facts of the case.
- Holding: Shares the Court's answer to the legal questions raised in the issue.
- Concurring / Dissenting Opinions: Includes valuable concurring or dissenting opinions and their key points.
- Reasoning and Analysis: Identifies the chain of argument(s) which led the judges to rule as they did.
- The Brief Prologue closes the case brief with important forward-looking discussion and includes:
- Policy: Identifies the Policy if any that has been established by the case.
- Court Direction: Shares where the Court went from here for this case.