Sunday, November 24, 2013

Wilkes v. Springside Nursing Home, Inc. case brief

Wilkes v. Springside Nursing Home, Inc. case brief summary
353 N.E.2d 657 (Mass. 1976)


CASE SYNOPSIS
Plaintiff minority shareholder brought an action against defendants, a corporation and its majority shareholders, in which he sought a declaratory judgment and damages. The court granted direct review of a judgment confirming a final report from a master of the Probate Court for the County of Berkshire (Massachusetts), which dismissed plaintiff's action on the merits.

CASE FACTS
Plaintiff and individual defendants entered into a partnership agreement. Plaintiff filed a bill in equity for declaratory judgment and damages in the amount of salary he would have received under the agreement had he continued as a director of the business, a nursing home. The judge of the probate court referred the matter to a master who, after lengthy hearing, issued his final report. Plaintiff argued that he should recover damages for breach of the alleged partnership agreement or should recover damages because defendants, as majority stockholders, breached their fiduciary duty to him, as a minority stockholder.

DISCUSSION

  • The court concluded that the master's findings were warranted by the record and the final report was properly confirmed. 
  • However, the court reversed that portion of the judgment that dismissed plaintiff's complaint and then remanded the case to the probate court for entry of judgment against defendants for breach of fiduciary duty with respect to the freeze-out of plaintiff.

CONCLUSION
The court concluded that the master's findings were warranted by the record and the final report was properly confirmed. However, the court reversed the part of the judgment that dismissed plaintiff's complaint and the court remanded the matter for entry of judgment against defendants for breach of fiduciary duty with respect to their freeze-out of plaintiff.

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