Klinger v. Ros

THOMAS, Judge.

Christopher Klinger, Sean Ros, and A1 Ros formed, and are the sole shareholders and board of directors of, Automated Check Recovery, Inc. (“ACR”). Sean Ros became ACR’s president, and he oversaw the day-to-day operations of ACR. ACR did not prove profitable, and the Roses desired to sell its main asset — its customer list — and proposed a method of disbursing the proceeds from that sale. Klinger, however, disagreed with the sale and the proposed distribution of the proceeds of the sale. On December 15, 2006, at a corporate meeting that Klinger did not attend, the Roses approved…