Locati v. Johnson

WARREN, S. J.

Plaintiffs are minority shareholders of defendant Univend, Inc. They allege that defendants Bradley Johnson and Richard Elder, who together own a majority of the shares, breached their fiduciary duties as controlling shareholders when they agreed to give Crystal Lite Manufacturing, Inc., a corporation that Johnson and his wife own, a 10-year exclusive license to a patent that was Univend’s only significant asset. Before the trial began, the trial court held that defendants could breach fiduciary duties to plaintiffs Johnson and Elder only if both acted from pecuniary…