Sunday, November 24, 2013

Dweck v. Nasser case brief

Dweck v. Nasser case brief summary
C.A. No. 1353-VCL (2008)

Plaintiff minority stockholder filed suit against defendant majority stockholder for various alleged breaches of fiduciary and contractual duties. The majority stockholder filed an answer and counterclaim alleging that the minority stockholder breached her fiduciary duties. Following the majority stockholder's refusal to sign a settlement document, the minority stockholder moved to enforce the settlement agreement and to stay proceedings.

A longtime attorney, business associate, and close friend of the majority stockholder agreed to a settlement after protracted negotiations. The majority stockholder rejected the agreement. He also rejected the attorney's authority to bind the majority stockholder to the agreement.


  • The court found that the parties reached a binding settlement agreement because the majority stockholder granted the attorney the authority to settle the litigation. 
  • Regardless of the majority stockholder's objections, he was bound by the agreement the attorney approved. 
  • Furthermore, regardless of the majority stockholder's purported understanding that he expressly reserved the right to sign off on the agreement, his actions in connection with the negotiations and his course of dealings with the attorney over time made clear that the attorney had at least implied authority to settle the litigation. 
  • Finally, the majority stockholder was also likely bound by the attorney's actions based on apparent authority. 
  • An award of attorneys' fees was improper as there was insufficient evidence that the majority stockholder vexatiously necessitated the minority stockholder's motion in an abuse of the judicial process.

The motion to enforce the settlement agreement was granted.

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