Mook v. Berger

Valente, J. (dissenting).

I agree that plaintiffs’ complaint was properly dismissed. No injunction should issue to require stockholders to continue in office a director or officer who •— at least for the purposes of this case — admitted misfeasance and a breach of trust. That conclusion stands irrespective of the validity or illegality of the stockholders’ agreement and the corporate by-law.

But I must dissent from the affirmance of that part of the judgment which grants declaratory judgment in favor of defendants on their counterclaim. Defendants sought a declaration that certain provisions in…