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Business Associations Keyed to Coffee, 9th Ed.
Giuricich v Emtrol Corp.
Citation:
449 A.2d 232 (1982)Facts
Plaintiffs Giuricich and Kalen founded Emtrol with Continental Boilerworks to design, produce, and sell industrial air pollution equipment. Initially, Continental received 80% of the shares and provided capital, while plaintiffs received 20% and provided technical expertise. Plaintiffs were given options to acquire an additional 15% each when the corporation became profitable. After exercising these options, plaintiffs owned 50% of Emtrol, but Continental refused to restructure the board to reflect equal ownership. The board expanded from five to seven members, appointing two relatives of Continental representatives, further diluting plaintiffs’ position. At a special shareholder meeting called to elect successor directors, no candidate received more than 50% of votes, creating a deadlock that perpetuated the existing directors’ control. Numerous disputes arose between the parties over board representation, corporate funds, dividends, and compensation.
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