Kruger v. Gerth

Fuld, J. (dissenting).

Although I agree with the Chief Judge that there should be a reversal, I do not find it necessary, in reaching such a result, to rely on Leibert v. Clapp (13 N Y 2d 313).

The enterprise before us is a “ close corporation ” in the strictest sense, that is, one in which, regardless of the distribution of the shareholdings, (£ management and ownership are substantially identical ”. (Israels, The Close Corporation and the Law, 33 Cornell L. Q. 488.) In such a ease, it seems almost self-evident, the fiduciary obligation of the majority to the minority extends considerably…