Blake v. Smith

Agostini, John A., J.

I.Introduction

In this shareholder’s derivative action, the four outside director defendants have moved to dismiss the claims against them, pursuant to Mass.R.Civ.P. 12(b)(6). At issue is whether the exculpatory provision in the corporation’s restated articles of organization insulates these defendants from personal liability for money damages for breach of fiduciary duly claims. For the reasons set forth below, the motions to dismiss are allowed.

II.Procedural History

In 2002, the plaintiff, S. Prestley Blake, a 10% shareholder in and co-founder of Friendly Ice Cream…