Clark v. Dodge

Facts

Two corporate defendants are New Jersey corporations manufacturing medicinal preparation by secret formulae. Clark owned 25 percent and Dodge 75 percent of the stock of each corporation. Dodge took no active part in the business, although he was a director, and controlled the other directors of both corporations. He was the president of Bell &  Co., Inc., and nominally general manager of Hollings-Smith Company, Inc. The plaintiff, Clark, was a director and held the officers of treasurer and general manager of Bell & Co., Inc.. The formulae and methods of manufacture of the medicinal preparations were known to him alone. On February, 1921, Dodge and Clark, the sole owners of the stock of both corporations, entered into a written agreement, which after reciting the stock ownership of both parties, the desire of Dodge that Clark should continue in the efficient management and control the said business. The relief sought is reinstatement as director and general manager and an accounting by Dodge and by the corporations for waste and for the proportion of net income due plaintiff.