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Business Associations Keyed to Bainbridge
Brodie v. Jordan
Citation:857 N.E.2d 1076 (2006)
Malden is a Massachusetts corporation that operates a small machine shop and produces metal object. The plaintiff’s now deceased husband, Walter S. Brodie, was one of the founding members of the company. Barbuto has been a shareholder, director, and the treasurer of the company. Jordan has been an employee of the company since 1975 and a shareholder, director and officer since 1984. Beginning in 1984, Walter, Barbuto, and Jordan each held one-third of the shares of the corporation and all three served as directors. By 1988, Walter was no longer involved in the company’s day-to=day operation and made requests that the company purchase his shares, which were rejected. In 1992, Walter was voted out as president and director of Malden, and Jordan was elected president. Walter died in 1997. The plaintiff was appointed Walter’s executrix and attended a Malden shareholders’ meeting at which she nominated herself as director, but Barbuto and Jordan voted against her election.
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