Schwartz v. Marien

Plaintiff-appellant claims that the three defendant directors of Superior Engraving Co., Inc. violated their fiduciary duty to her when they sold shares of treasury stock to themselves and to two corporate employees without at the same time granting her the opportunity to purchase treasury shares on the same terms in proportion to her stockholding. We conclude that on this record questions of fact are raised which preclude granting plaintiff-appellant’s motion for summary judgment.

All of the outstanding stock of the corporation at one time had been owned in equal 50-share lots by Albert…