Pupecki v. James Madison Corp.

In this case the plaintiff alleged that the corporation of which he was a minority shareholder had sold substantially all its assets for inadequate consideration, with additional consideration from the purchasers diverted from the corporation to its controlling shareholder under the guise of being payment for separate employment and noncompetition agreements. The trial judge granted motions to dismiss and for summary judgment in favor of the defendants. The principal question before us is whether the allegations would be sufficient, if proved, to constitute illegality or fraud under G. L. c.…