Corporations Keyed to Klein
Clark v. Dodge
Facts
Defendant companies, Bell & Company, Inc. and Hollings-Smith Company, Inc., were co-owned by Plaintiff (25% of shares) and Defendant (the remaining 75% of shares). The companies manufactured medicine, the formulae that were known only by Plaintiff. Plaintiff entered into an agreement with Defendant wherein Plaintiff agreed to disclose the formulae to the son of Defendant in return for a promise that Defendant would keep Plaintiff as a director and would be entitled to 25% of all net income providing that Plaintiff was competent in his position. Afterwards, Defendant did not vote Plaintiff in as director, stopped delivering 25% of the income to Plaintiff. Plaintiff sought reinstatement and money owed from the stopping of payments and money wasted by Defendant. Defendant countered, citing McQuade v. Stoneham (263 N. Y. 323), that the agreement was invalid because it required Defendant as a shareholder to usurp the directors’ judgment.
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