Algonac Marine Hardware Co. v. Cline

At issue in this case is the question of whether the doctrine of' unanimous stockholder ratification can be applied so as to immunize the purchaser of all of the stock of a corporation under an executory contract, subsequently forfeited, from liability for the wrongful diversion of corporate assets, where the contract specifically imposes such liability, permits the sellers to appoint a director, limits the purchaser’s compensation, pledges the stock for the benefit of the sellers, provides for the conversion of corporate assets, and otherwise limits the rights of purchasers as stockholders.

Pl…