Question:
Water Works, Inc., was a closely held
corporation operating an automatic car wash in Wisconsin Rapids. Its 204 shares were issued to Duane and Sharon Jorgensen; their daughter, Doreen Barber, and her husband, James; and two family friends, Gary and Mary Tesch. Each received 34 shares, and each was a director. Duane was president; Sharon, Gary, and James were vice presidents; Mary was treasurer; and Doreen was secretary. The corporation's written business plan stated that Duane would be in charge of management and that the six shareholders would be permanent directors. An oral agreement of shareholders stated that Duane would oversee management as long as he lived. Each shareholder received weekly payments from the
corporation, the amount of which was determined by the shareholders agreement. In 1995, Duane discovered that some of the officers and directors were engaged in illegal activity on property owned by the
corporation and using the corporation's property for their own personal benefit. When Duane demanded the activities stop, the Barbers and Tesches removed the Jorgensens from the board of directors and stopped making payments to them. The Jorgensen's sued the Barbers and Tesches for breach of fiduciary duty. The Barbers and Tesches claimed they owed fiduciary duties only to the
corporation and, therefore, the Jorgensens, as shareholders, could not sue in their own names. Were they right?
Corporation
A Corporation is a legal form of business that is separate from its owner. In other words, a corporation is a business or organization formed by a group of people, and its right and liabilities separate from those of the individuals involved. It may...