Corporations Keyed to Klein
Lewis v. S.L. & E., Inc
Facts
Plaintiff and Defendant directors were brothers. Their father left each of his children shares of SLE but only Defendants were shareholders of LGT. The siblings that had only SLE shares agreed to sell their shares of SLE to Defendants at the June 1, 1972 book value. Prior to that date, SLE, whose only asset was property, leased property to LGT. The lease expired in 1966, but Defendants, who were directors of both LGT and SLE, never entered into a new lease nor increased the rent. During that time, property taxes increased from $7,800 to $11,000 per year while rent stayed at $14,400 per year. Defendants testified that they did not seriously think of SLE as a separate entity, but instead treated it as a shell for LGT. When the agreement for the siblings to sell Defendants the remaining shares of SLE came due, Plaintiff brought this action of waste by Defendant directors for allowing LGT to pay a low rent. Defendants countered to for the specific performance of Plaintiff to sell his shares, arguing that LGT paid a fair amount for property in that location.
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