Wilkes v. Springside Nursing Home, Inc.

Facts

In 1951 Wilkes acquired an option to purchase a building and lot. Riche, an acquaintance of Wilkes, and interested Quinn and Pipkin in joining Wilkes in his investment. The four men met and decided to participate jointly in the purchase of the building and lot as a real estate investment. The bad blood between Quinn and Wilkes affected the attitudes of both Riche and Connor. As a consequence of the strained relations, Wilkes gave notice of his intention to sell his shares. The meetings of the directors and stockholders in 1967 were used as a vehicle to force Wilkes out of active participation in the management and operation of the corporation. There was, however, no indication in the minutes of the board’s meeting that the failure to establish a salary for Wilkes was based on either ground. Wilkes was at all times willing to carry on his responsibilities and participation if permitted so to do and provided that he receive his stipend.