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Business Associations Keyed to Coffee, 9th Ed.
Meiselman v. Meiselman
Citation:
309 N.C. 279, 307 S.E.2d 551 (1983)Facts
The Meiselman brothers, Michael and Ira, were the only surviving children of H.B. Meiselman, who had built substantial wealth through movie theaters and real estate. Through a series of stock transfers, Ira gained majority control of Eastern Federal Corporation and most other family businesses, while Michael became a minority shareholder with approximately 30% ownership. Michael worked for the family business from 1973 to 1979, when Ira fired him shortly after Michael filed suit challenging Ira’s sole ownership of Republic Management Corporation, which had a management contract with Eastern Federal. Upon firing Michael, Ira also terminated Michael’s insurance benefits, demanded immediate repayment of loans, and ended Michael’s participation in the profit-sharing trust. The relationship between the brothers had deteriorated, with Michael claiming he had been systematically excluded from meaningful participation in management decisions. Michael filed suit seeking dissolution or alternative relief under N.C.G.S. § 55-125(a)(4) and § 55-125.1, arguing that such relief was “reasonably necessary” to protect his rights and interests as a minority shareholder. He also brought a derivative claim asserting that Ira had breached his fiduciary duty through his sole ownership of Republic Management Corporation.
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