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Business Associations Keyed to Bainbridge
Ingle v. Galmore Motor Sales, Inc.
Citation:
535 N.E.2d 1311 (1989)Facts
In 1964, plaintiff-appellant Ingle sought to purchase an equity interest in respondent Glamore Motor Sales, Inc. from its then sole shareholder, respondent Glamore. Ingle was hired as sales manager. There was no express agreement between the parties establishing either the duration or conditions of employment. In 1966, Glamore and Ingle entered into a written shareholders’ agreement which provided that Ingle would purchase 22 of Glamore’s 100 shares in the corporation. The agreement also gave Glamore the right to repurchase all of Ingle’s stock if Ingle shall cease to be an employee of the corporation for any reason. At a special meeting of the board on May, 1983, Ingle was voted out of his corporate posts and fired from his employment as operating manager of the business. Plaintiff argues that he is entitled by reason of his minority shareholder status to a fiduciary protection against being fired.
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