Question
Mary Brodie, Robert Jordan, and David Barbuto were the only shareholders of Malden Centerless Grinding Co., a Massachusetts corporation. Beginning in 1984, each held one-third
Mary Brodie, Robert Jordan, and David Barbuto were the only shareholders of Malden Centerless Grinding Co., a Massachusetts corporation. Beginning in 1984, each held one-third of the shares of the corporation, and all three served as directors. Marys deceased hus-band, Walter Brodie, was one of the founding mem-bers of the company and served as its president from 1979 to 1992. Walter received compensation from the company prior to 1992, when he was voted out as president and director of Malden. Walter was paid a consultants fee in 1994 and 1995. Neither Walter nor Mary received any compensation or other money from the corporation after 1995. When Walter died in 1997, Mary inherited his one-third interest in Malden. In July 1997, Mary attended a Malden shareholders meeting, at which she nominated herself as a director; she was not elected because Barbuto and Jordan voted against her. At this same meeting, Mary asked Barbuto and Jordan to perform a valuation of the company so that she could value her shares, but the valuation was never performed. In 1998, Mary sued Barbuto and Jordan, claiming that they breached a fiduciary duty by freezing her out of the corporation. Will the Court find that Barbuto and Jordan breached a fiduciary duty and oppressed Mary? If so, how might court rectify situation ?
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