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Business Organizations Keyed to Chasalow, 3rd Ed.
Cookies Food Products, Inc. v. Lakes Warehouse Distributing, Inc.
Citation:
430 N.W.2d 447 (1988)Facts
Cookies Food Products was founded in 1975 by L.D. Cook to produce and distribute barbecue sauce. After struggling initially, the company formalized an exclusive distribution agreement with Lakes Warehouse, owned by Herrig, who was then a minority shareholder. Under this arrangement, Cookies’ sales increased dramatically. In 1981, Cook decided to sell his majority interest, which Herrig purchased, becoming the majority shareholder in 1982. Herrig then replaced most of the board members with his selections. Under his leadership, the board extended the distribution agreement with Lakes, approved storage fees for using Lakes’ facilities, authorized royalty payments to Herrig for a taco sauce recipe he developed, and approved consultant fees for Herrig. The company became highly profitable, but paid no dividends. Minority shareholders filed suit, claiming Herrig’s self-dealing arrangements were unfair and that he breached his fiduciary duties by negotiating these arrangements without fully disclosing the benefits he would gain.
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