Wessin v. Archives Corp.

OPINION.LANSING, Judge.

Minority shareholders in a closely held corporation sued the corporation, the majority shareholder, and a corporate officer for corporate misconduct. Ruling on a defense motion, the district court entered judgment on the pleadings, dismissed the complaint without prejudice, and denied the minority shareholders’ motion to amend the pleadings and vacate the judgment. We reverse the judgment of dismissal, holding that the proper test for distinguishing between a direct and derivative claim is .whether the shareholder has been injured directly and that an action under…