Rocha Toussier y Asociados, S. C. v. Rivero

OPINION OF THE COURT

Murphy, P. J.

Plaintiff Rocha Toussier y Asociados, S. C. (RTA) is a sociedad civile formed under Mexican law. A sociedad civile has features of both a corporation and a partnership. For purposes of this discussion, it will be termed an association. In 1980, RTA had three shareholders. Rodrigo Rocha owned 45%; his brother, Jose, owned 5%; Ellis Toussier controlled the remaining 50%. Shortly before June 4,1980, Toussier apparently resigned from RTA. On or about June 4, 1980, Toussier revoked his resignation. Rodrigo and Jose, however, expelled him from the association on or…