Herlart, Inc. v. Storer

The challenged complaint fails to contain sufficient factual allegations to charge appellant, who was at no time a director of the corporation, with any actionable misconduct. Indeed, the allegations themselves clearly establish the absence of any wrongdoing by appellant against the corporation.

Courts will not interfere with the internal management of a corporation, especially where as here the resolutions attacked insofar as appellant is concerned relate to matters constituting nothing more than the exercise by the corporate directors of business judgment not amounting in any sense to fraud…