DeNucci v. Matthews

OPINION

Scott K. Field, Justice

Paul DeNucci, a minority shareholder in a closely held corporation, eStrategy Solutions, Inc. (ESS), alleged that John Matthews, the majority shareholder, president, and treasurer of the corporation, breached his fiduciary duties and committed fraud by, among other things, funding distributions by incurring unauthorized loans and failing to pay vendors. At trial, Matthews essentially admitted to this conduct but asserted that DeNucci had impliedly ratified the distributions by retaining his portion of the distribution. The trial court dismissed DeNucci’s fraud…