Hanrahan v. Kruidenier

7 Citing cases

  1. Oberbillig v. West Grand Towers Condo. Ass'n

    807 N.W.2d 143 (Iowa 2011)   Cited 14 times
    Explaining that "referential, relative, or qualifying words" in contracts ordinarily refer "only to the immediately preceding antecedent"

    Matthew G. Doré, 6 Iowa Practice: Business Organizations § 28:6, at 94 (2011 ed.). The business judgment rule applies “[w]hen directors act in good faith in making a business decision, when the decision is reasonably prudent, and when the directors believe it to be in the corporate interest....” Hanrahan v. Kruidenier, 473 N.W.2d 184, 186 (Iowa 1991). The rule would not permit directors to violate an unambiguous bylaw; rather, the rule (if applicable) would provide judicial deference to board action authorized by the Association's governing documents.

  2. Hitters v. Harriott Bros

    743 N.W.2d 870 (Iowa Ct. App. 2007)

    We agree with the district court that the board's vote to treat the shareholders' contributions to the corporation as debt was protected by the business judgment rule, which "limit[s] secondguessing of business decisions" that were "made by those whom the corporation has chosen to make them." Hanrahan v. Kruidenier, 473 N.W.2d 184, 186 (Iowa 1991). We, like the district court, find the decision of the board was "reasonably prudent, in good faith, and not in Tronvold's self interest."

  3. Central Iowa v. Consumers Energy

    741 N.W.2d 822 (Iowa Ct. App. 2007)

    Id. The purpose of the rule is to severely limit second-guessing of business decisions which have been made by those whom the corporation has chosen to make them. Hanrahan v. Kruidenier, 473 N.W.2d 184, 186 (Iowa 1991). Courts are disinclined to interfere in internal corporate operations involving management decisions, subject to the principle of majority control. See Wolf v. Lutheran Mut. Life Ins. Co., 236 Iowa 334, 341-42, 18 N.W.2d 804, 809 (1945).

  4. Corrado v. Life Investors Ins. Co. of Am.

    878 F.3d 648 (8th Cir. 2018)   Cited 2 times

    As such, we are bound by the language of the Trust to conclude that the "Participant whose interest is in issue," Trust § 11.9, should bear the costs of the suit. See Hanrahan v. Kruidenier, 473 N.W.2d 184, 189 (Iowa 1991) ("We agree with the trial court that in equity the [legal] expenses should be paid from the trust [because the] ... payments were expressly authorized in the trust agreement."); Bogert, et al., supra, § 802 ("The settlor may make provisions as to the source or sources from which the trustee should pay expenses and these will be controlling."). B.

  5. Tope ex rel. Peripheral Sols., Inc. v. Greiner

    No. 15-1571 (Iowa Ct. App. Dec. 6, 2017)

    The actions of a director or officer may be protected by the business judgment rule. Hanrahan v. Kruidenier, 473 N.W.2d 184, 186 (Iowa 1991). "The business judgment rule is a presumption that in making a business decision, not involving self-interest, the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the company."

  6. Terminal Prop. v. Hampton Propane

    767 N.W.2d 420 (Iowa Ct. App. 2009)

    By analogy, the decisions of limited liability member-managers are entitled to the same presumptions. The purpose of this business judgment rule "is to severely limit second-guessing of business decisions which have been made by those whom the corporation has chosen to make them." Hanrahan v. Kruidenier, 473 N.W.2d 184, 186 (Iowa 1991). Section 490A.708 provides, in part:

  7. Davies v. Dooley

    No. 1-106 / 00-0639 (Iowa Ct. App. May. 23, 2001)

    The test is both objective (Iowa Code section 490.830(1)(b)) and subjective (Iowa Code section 490.830(1)(c)). If directors act in good faith in making a business decision, and the decision is reasonably prudent, and the directors believe it to be in the corporate interest, there can be no liability. See Hanrahan v. Kruidenier, 473 N.W.2d 184, 186 (Iowa 1991). Dooley correctly argues that if he is a party to a contract he cannot be liable for tortious interference with that contract.