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Business Associations Keyed to Epstein, 5th Ed.
Villar v. Kernan
Citation:
695 A.2d 1221 (1997)Facts
In 1988, Frederick Villar and Peter Kernan agreed to start a brick oven pizza business, with Villar responsible for operations and Kernan handling finances. They incorporated as Ricetta’s, Inc., with Villar receiving 49% of shares and Kernan 51%. According to Kernan, they agreed that “there would never be salaries” for owners, only distributions. Later, Ronald Stephan became a 2% shareholder, taking 1% from each founder. While the business succeeded, the relationship between Villar and Kernan deteriorated. In March 1994, Kernan entered into a “consulting agreement” with Ricetta’s providing him $2,000 weekly payments, ratified at a meeting Villar did not attend. Under this arrangement, Kernan received $90,000 in 1994 and $24,000 in early 1995. Villar sued, claiming breach of their oral agreement prohibiting shareholders from receiving salaries.
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