Opinion
No. X08-CV-06 5001421 S
June 5, 2007
Memorandum of Decision on Motion to Dismiss (No. 103) Procedural and Factual Background
This is an action brought by a shareholder of H2 Energy Solutions, Inc., ("H2 Energy"), a closely held Nevada corporation with a place of business in the town of Stratford, against certain former officers, directors and shareholders of the company, and against certain financial consultants and investors who allegedly came into control of the company and transferred all its assets and technology to the defendant General Ultrasonics Corporation("GUC"), a corporation owned and controlled by certain of the defendants.
The company, H2 Energy, never actually got to the point of generating revenue. It was the corporate successor to a research and development partnership formed in about 1995 between the plaintiff Wayne LeBlanc as the investor and the defendant Constantin Tomoiu as the technical expert to develop a new and environmentally sound technology that would enhance internal combustion engines and make them more efficient by extracting hydrogen-rich gas from the processing of hydrocarbon fuels, resulting in higher operating temperatures and more efficient fuel consumption. LeBlanc and Tomoiu believed that the technology first developed by Tomoiu and contributed to the partnership would come to be used in automobiles and other machines and would be used for commercial and home heating and incineration and any other usage that would benefit from the efficient use of hydrogen. The plaintiff claims that the concepts he and Tomoiu were developing through their equal partnership had tremendous value because they would minimize dependence on oil and other fossil fuels.
The plaintiff claims that he was the sole source of funding during the ten-year partnership period ending in 2004, having invested about $800,000 into the business, and that several major corporations had expressed interest in investing in or leasing the technology. At that point the business was in need of more capital funding and Peter Cook and the defendant Adam Stolpen were given membership interests in the business in return for their commitment to raise significant funds and bring the business public. The business was reorganized as a limited liability company in August 2004 and then in September 2004 it was incorporated in Nevada as H2 Energy Solutions, Inc. with LeBlanc, Tomoiu, Cook and Stolpen receiving H2 Energy stock proportional to their ownership interests in the LLC. Stolpen was president of the company; the plaintiff LeBlanc was chairman of the board. All the partnership/LLC business assets and technology were assigned to H2 Energy. Tomoiu and Stolpen entered into employment agreements with H2 Energy which restricted them while so employed and for two years thereafter from working for a competing business, from divulging corporate information, or from soliciting H2 Energy employees. The Tomoiu agreement also granted to H2 Energy a license over any invention or other development that incorporated a system or device that Tomoiu had invented prior to his employment by H2 Energy, and assigned to the company any new inventions created during the course of his employment.
In 2004 or 2005 H2 Energy raised about $800,000 by a private placement of additional shares of stock, but the company as a development stage entity with no revenue required additional new capital and therefore engaged the services of the defendant Edward Carroll, an employee of defendant Daiwa Securities America, Inc. to assist in raising additional capital funding.
The plaintiff now alleges that in or about late 2005 Stolpen and Tomoiu began to conspire to take control of H2 Energy and steal its assets, including the Tomoiu technology that had been assigned to H2 Energy, and thereby to marginalize the plaintiff LeBlanc, to diminish and dilute his share in the company, and to terminate his interest in the technology that he had assisted in developing. He claims they first attempted to sell the Tomoiu technology to H2 Energy for an additional 5 million shares of stock, but the company though the plaintiff rejected that offer because H2 Energy already owned the Tomoiu technology. Then, plaintiff claims, Stolpen and Tomoiu worked with defendant Carroll to procure financing for the company in a manner that would oppress and marginalize LeBlanc, and that, through the efforts of Carroll, the defendant GreenShift Corporation acting through its CEO defendant Kevin Kreisler proposed to loan $1 million to H2 Energy in return for a 30% stake in the company with Kreisler to take over as CEO of H2 Energy. Plaintiff claims that he rejected that proposal as unfair and improper after consulting with certain H2 Energy board members. Thereafter in December 2005 H2 Energy acting by the plaintiff declined a renewal of the Stolpen employment agreement and he ceased to be president of the company, and the following month Tomoiu allegedly resigned from the company and began to compete with H2 Energy in violation of his agreement. Then, plaintiff claims, the defendants, acting in concert, arranged for the defendant GUC, a corporation controlled by GreenShift and Kreisler, to buy out pursuant to secret agreements the H2 Energy shares of Stolpen, Tomoiu, Cook, shareholders Cammarota and Lobo and possibly others in exchange for shares of GUC common stock, thereby diluting and marginalizing LeBlanc's holdings in H2 Energy. Plaintiff alleges that defendants deliberately withheld material in connection with those stock transactions, and that none of the defendants advised LeBlanc that they were transferring their H2 Energy shares to GUC or that they had encouraged other H2 Energy shareholders to do the same, and that no one invited LeBlanc to transfer or exchange his shares at that time. Following that stock exchange, plaintiff claims that the defendants used their majority status to amend the bylaws of H2 Energy in their favor and install a friendly board of directors. Tomoiu replaced the plaintiff as chairman of the board and Kreisler was named president of H2 Energy with Carroll serving as CEO and Secretary. In February 2006 plaintiff was advised by Kreisler that plaintiff was no longer a member of the H2 Energy board of directors and GreenShift allegedly announced publicly that it has though its affiliate GUC acquired control of H2 Energy and that "the inventor of the technologies and one of the founders of H2 Energy" [presumably Tomoiu] had sold all related patents and other intellectual property rights to the technologies to GUC in exchange for GUC stock. The plaintiff also alleges that GreenShift announced that GUC had licensed some of that technology to Veridium Corporation, a company that is also owned and controlled by Kreisler.
Plaintiff claims that in February 2006 Kreisler, acting on behalf of GreenShift, offered to acquire plaintiff's stock in H2 Energy in exchange for GUC stock, but plaintiff declined the offer when, he claims, Kreisler failed to respond adequately to plaintiff's request for material information. And finally plaintiff claims that the defendants have effectively shut down H2 Energy since February 2006, leaving rentals and legal fees unpaid. The plaintiff alleges that he has personally paid the rent on the H2 Energy space in Stratford since February 2006.
By his revised complaint of August 14, 2006 the plaintiff has pleaded ten counts against some or all of the defendants. Now before the court is the motion of the defendants Tomoiu, Stolpen, Carroll, Kreisler, GUC, and GreenShift Corporation to dismiss the second count (breach of fiduciary duty — against Tomoiu); the fourth count (breach of fiduciary duty — against Stolpen); the sixth count (breach of fiduciary duty — against Carroll, Daiwa, Kreisler, and GreenShift); the seventh count — (inducing and aiding and abetting breach of fiduciary duty — against Carroll, Daiwa, Kreisler, and GreenShift); and the eighth count (CUTPA — against Stolpen Tomoiu, Carroll, Kreisler, Daiwa, GreenShift, and GUC), and the prayers for relief corresponding to those counts, on the ground that the plaintiff Wayne LeBlanc does not have standing to assert those claims directly against the movant defendants because they are claims that under our law can only be asserted derivatively by the corporation H2 Energy Solutions, Inc. Accordingly, the moving defendants assert that the court lacks subject matter jurisdiction over the claims alleged in those counts.
For the reasons hereafter stated the motion to dismiss the second, fourth, sixth, seventh and eighth counts is denied.
Legal Standard
"A motion to dismiss . . . properly attacks the jurisdiction of the court, essentially asserting that the plaintiff cannot as a matter of law and fact state a cause of action that should be heard by the court." (Emphasis in original; internal quotation marks omitted.) Gurliacci v. Mayer, 218 Conn. 531, 544 (1991). "The motion to dismiss shall be used to assert (1) lack of jurisdiction over the subject matter . . ." (Internal quotation marks omitted.) Sadloski v. Manchester, 235 Conn. 637, 645-46 n. 13 (1995). "Standing . . . implicates a court's subject matter jurisdiction, which may be raised at any point in judicial proceedings." Stamford Hospital v. Vega, 236 Conn. 646 (1996). "If a party is found to lack standing, the court is without subject matter jurisdiction to determine the cause . . ." (Internal quotation marks omitted; citation omitted.) Connecticut State Medical Society v. Oxford Health Plans, 272 Conn. 469, 475 (2005). "The plaintiff bears the burden of proving subject matter jurisdiction, whenever and however raised." Fink v. Golenbock, 238 Conn. 183, 199 n. 13 (1996). "The motion to dismiss admits all facts which are well pleaded, invokes the existing record, and must be decided on that alone . . . Where, however, . . . the motion is accompanied by supporting affidavits containing undisputed facts, the court may look to their content for determination of the jurisdictional issue and need not conclusively presume the validity of the allegations of the complaint." (Citation omitted; internal quotation marks omitted.) Ferreira v. Pringle, 255 Conn. 330, 346-47 (2001). Here no factual affidavits have been submitted by either party with the result that the court will decide the issue of the defendant's standing to bring the challenged counts on the basis of the facts alleged therein which are conclusively presumed to be true for purposes of this motion.
CT Page 8952
Discussion
The plaintiff claims preliminarily that this motion to dismiss is premature and should not be adjudicated until he has completed his discovery. There is authority for the proposition that a plaintiff defending against a motion to dismiss is entitled to a reasonable continuance for purposes of conducting discovery as to contested issues of fact raised by the motion to dismiss, which must be resolved by the court at a "trial-like hearing." Standard Tallow Corporation v. Jowdy, 190 Conn. 48, 56-57 (1983). But this is not such a case. No factual affidavits have been filed by any party and there consequently are no contested issues of fact for purposes of this motion. Neither party requested an evidentiary hearing and none has been held. As indicated above, this motion will be decided on the basis of the facts alleged by the plaintiff which will be presumed to be true for purposes of the motion. The court also notes that the instant motion to dismiss had been pending for more than six months prior to oral argument which has allowed ample opportunity for discovery of jurisdiction facts, and that the plaintiff has not moved for a continuance or a postponement of the argument and briefing of this motion to conduct discovery as did the plaintiff in Standard Tallow. The adjudication of this motion is therefore governed by the principle that "[O]nce the question of lack of jurisdiction of a court is raised, [it] must be disposed of no matter in what form it is presented . . . and the court must fully resolve it before proceeding further with the case." (Internal quotation marks omitted.) Community Collaborative of Bridgeport, Inc. v. Ganim, 241 Conn. 546, 552 (1997).The general Connecticut rule of standing to bring a claim has been stated: "[A]s a general rule, a plaintiff lacks standing unless the harm alleged is direct rather than derivative or indirect." Connecticut State Medical Society v. Oxford Health Plan, supra, 272 Conn. at 481, citing Ganim v. Smith Wesson Corp., 258 Conn. 313, 347-48 (2001). And, as articulated in Ganim: ". . . if the injuries claimed by the plaintiff are remote, indirect, or derivative with respect to the defendant's conduct, the plaintiff is not the proper party to assert them and lacks standing to do so." 258 Conn. at 347. In the application of this general rule it is clear that a party's characterization or labeling of a claim as direct or indirect has no bearing on the court's determination of standing to bring the claim. Whether a party has standing based on a given state of facts is a question of law for the court. Ganim, supra, 228 Conn. at 313.
The parties do not dispute over these general principles but disagree as to the result of their application to the facts alleged in the counts at issue. The application of these general principles to claims brought by a shareholder of a closely held corporation against other shareholders of the corporation is particularly difficult.
The Supreme Court in Connecticut Medical Society v. Oxford Health Plans, supra, recognized that ". . . in the application of this general rule a particular factual scenario may not always yield a ready or obvious answer to the question of standing . . ." 272 Conn. at 481. This is evident from the fact that shareholder claims brought as deritative actions against other shareholders have been challenged as individual claims ( Fink v. Golenbock, supra) and claims brought individually have been challenged as derivative claims ( Yanow v. Teal Industries, supra). In fact, in Fink v. Golenbock the court recognized that ". . . there may be some instances in which the facts of a case give rise either to a direct action or to a derivative action — such as when an act affects both the relationship of the particular shareholder to the corporation and the structure of the corporation itself, causing or threatening injury to the corporation." (Citation omitted.) 238 Conn. at 183, and found no support for the proposition ". . . that personal and derivative actions are invariably mutually exclusive. Id. At n. 17. There is authority for the proposition that in certain situations ". . . the plaintiff may opt to plead either a direct or a derivative action, or to bring both actions simultaneously . . ." The American Law Institute, Principles of Corporate Governance: Analysis and Recommendations Volume II, Part VII, § 7.01. The Massachusetts Supreme Judicial Court has ruled that a closely held corporation may be treated as essentially an incorporated partnership, and granted a minority shareholder the right to sue individually. See Donahue v. Rodd Electrotype Company of New England, 367 Mass. 578, 328 N.E.2d 505 (1975), cited and followed in Trans-Oceanic Motors. Ltd. v. Dubicki, Docket No. 4003532, Superior Court, Judicial District of New London at New London, (November 13, 2006, Hurley, JTR), 2006 Ct.Sup. 20946, 42 Conn. L. Rptr. 317. (For purposes of determining the duties owed by shareholders toward one another, close corporations should be treated as partnerships; stockholders of a close corporation owe each other substantially the same fiduciary duty that partners owe to one another.)
The moving defendants argue that the plaintiff's claims in counts two, four, six, seven and eight are exclusively derivative claims which must be brought in the name of H2 Energy because, if the allegations of those counts are true, it would be H2 Energy which would have been injured by the alleged conduct, and all shareholders of that corporation would have suffered the same injury. The plaintiff's position is, in effect, that the allegations of those counts state claims which are distinct to him as a minority shareholder who has been the victim of a "freeze-out" acquisition in violation of fiduciary duties and disclosure obligations owed by the majority to the minority, and that as a result he has been ousted from management of the corporation and the corporation has been "looted" of all its assets and forced to shut down. In distinguishing between claims which must be brought as derivative claims in the name of the corporation and claims which may be brought personally and individually by a shareholder, the focus is on the nature of the harm alleged:
". . . [A] `freeze-out' [is] defined broadly as any action by those in control of the corporation which results in the termination of a stockholder's interest in the enterprise, with the purpose of forcing a liquidation or sale of the shareholder's share, not incident to some other wholesome business goal." A "freeze-out" in the context of a short-form merger is "neither unusual nor per se illegal." (Citation omitted). Yanow v. Teal Industries, Inc., 178 Conn. 262 n. 6 (1979).
A distinction must be made between the right of a shareholder to bring suit in an individual capacity as the sole party injured, and his right to sue derivatively on behalf of the corporation alleged to be injured . . . Generally, individual shareholders cannot sue the officers at law for damages on the theory that they are entitled to damages because mismanagement has rendered their stock of less value, since the injury is not to the shareholder individually, but to the corporation — to the shareholders collectively . . . In this regard it is axiomatic that a claim of injury, the basis of which is a wrong to the corporation, must be brought in a derivative suit, with the plaintiff receiving `secondarily' deriving his right from the corporation which is alleged to have been wronged . . . It is, however, well settled that if the injury is one to the plaintiff as a stockholder, and to him individually, and not to the corporation, as where an alleged fraud perpetrated by the corporation has affected the plaintiff directly, the cause of action is personal and individual." (Citations omitted). Yanow v. Teal Industries, Inc., 178 Conn. 262, 281. (1979).
Accepting as true the allegations of counts two, four, six, seven, and eight and viewing them in their most favorable light pursuant to Antinerella v. Rioux, 229 Conn. 479, 489 (1994), the court finds that they state claims which are individual to the plaintiff stockholder Wayne LeBlanc and may be individually maintained by him. Central to this holding are the allegations incorporated into and essential to each of those counts that the defendants have taken over ownership and control of H2 Energy and have deprived plaintiff of his management positions as a director and chairman of the board to marginalize and dilute his shares, have failed to disclose to plaintiff material facts regarding the acquisition of H2 Energy by GUC and Greenshift, have violated fiduciary responsibilities owed to him as a minority shareholder, and have looted the assets of H2 Energy to their own benefit and to the detriment of the value of his shares. In Yanow v. Teal Industries, supra, the Supreme Court reversed a Superior Court holding that claims of this nature were exclusively derivative, finding them to be properly brought directly by the plaintiff, Bernard Yanow as a minority stockholder of Mallard Corporation:
The sixth count is directed against defendants Carroll, Daiwa, Kreisler and GreenShift who were not originally officers, directors or employees of H2 Energy Solutions, Inc. The plaintiff alleges in ¶ 106 that these defendants were retained by H2 Energy and LeBlanc to provide investment services and advice to H2 energy. In these capacities these defendants owed to H2 Energy and LeBlanc fiduciary duties." For purposes of deciding this motion to dismiss, those allegations are presumed to be true. The moving defendants have agreed in their reply memorandum (No. 149) that their motion to dismiss is not based on a theory that they do not owe the plaintiff a fiduciary duty, but is based on the theory that the plaintiff lacks standing to assert such a claim in the first place.
Such claims — looting of the corporation and of failure of the directors to disclose important facts concerning corporate transactions — state personal, as opposed to derivative causes of action . . . In count four, the plaintiff alleged that Gentry in his capacity as officer and director of Mallard and Teal, took advantage of special facts concerning Mallard's financial condition, which he failed to disclose to plaintiff, and that Gentry caused the merger [of Mallow Corporation and Teal Industries, Inc.] to deprive the plaintiff of his shares and to avoid paying the plaintiff their full market value. The plaintiff, in effect, via counts one and four, alleged that both defendants dismantled Mallard step-by-step, transaction by transaction, depriving Mallard and the plaintiff of income and assets. These allegations claim a pervasive breach of the fiduciary duty owed by the corporate majority to the sole minority stockholder. The rule of corporation law and of equity invoked is well-settled: the majority has the right to control, but when it does so, it occupies a fiduciary relationship toward the minority, as much as the corporation itself or its officers and directors . . . As pleaded, these causes of action are based upon alleged unlawful acts relating solely to the stock owned by the plaintiff in violation of the fiduciary duty owed the plaintiff by the defendants, and they thus state individual, and not derivative, claims. (Citations omitted.) Yanow, supra, 178 Conn. at 283-84.
Other appellate authorities which support the determination that the counts at issue in this case plead individual claims of the plaintiff include Banks v. Vito, 19 Conn.App. 256, 262 (1989) ("If the controlling majority stockholder seeks to injure the minority stockholder through the means of looting the corporation or so wrecking it that the minority shareholder would get nothing out of his assets, the claim resulting therefrom is sufficient to constitute an individual action"); and Struogo v. Bassini, 282 F.3d 162 (2nd Cir., 2002) (Alleged breaches of fiduciary duties owed by directors and officers to minority shareholders under Maryland law based on a non-transferable offering of rights to purchase newly issued shares allegedly coercive and damaging to non-participating shareholders states a distinct separation claim which may be pursued directly by the affected shareholders). Supportive trial court decisions include Dowling v. Naragansett Capital Corp., 735 F.Sup. 1105 (R.I. 1990) (Allegation that a liquidation and dissolution agreement approved by majority shareholders fraudulently misrepresented material facts and was in violation of securities laws and of fiduciary duties owed to the minority by the majority because of disproportionate benefits received by majority states a claim that may be brought directly by the minority shareholders.); and Giordano, Admin. v. Bittner, Superior Court Docket No. CV05-77552, Judicial District of Hartford-New Britain at Hartford (July 2, 1998, Teller, J.), 1998 Conn.Super LEXIS 1874 (Alleged intentional and negligent misrepresentation and intentional and malicious mismanagement and misuse of corporate assets and exclusion of plaintiff from corporate management appear to violate the fiduciary duties owed to the corporation and its shareholders and state causes of action distinct and personal to plaintiff shareholder).
Defendants attempt to distinguish Yanow on the ground that the plaintiff therein claimed to be the sole shareholder adversely affected by the defendants' alleged misconduct whereas the plaintiff in this case has pleaded references to other unnamed minority shareholders similarly situated. It is true that the Yanow Court in the passage quoted above did make reference to the fiduciary duty owed by the majority to the "sole minority stockholder," but the court finds that to be a fact-specific reference to the shareholder makeup of the Mallard Corporation involved in Yanow and not a limiting factor to the holding of the Yanow case. Clearly, the fiduciary duties which from the underpinnings of the rule of Yanow run from the controlling majority to all minority shareholders. See Katz Corporation v. T.H. Canty Co., 168 Conn. 201, 207 (1975). Obviously, then, the right to enforce those duties would not be limited to situations where the impact of a breach falls on a single individual shareholder. See, e.g. West v. The Westerly Hospital, Docket No. 538613, Superior Court, Judicial District of New London at New London (February 10, 1997, Hurley, JTR), 1997 Conn.Super Lexis 330 as a case where multiple minority shareholders were held to be entitled to enforce by direct action the fiduciary duties owned to them by the majority.
Defendants cite Morgan Howard (United States), LLC et als v. Marc D. Lewis, Docket No. FST CV05-4006343S, Superior Court, Judicial District of Stamford/Norwalk at Stamford (July 14, 2006, Jennings, J.) in which the undersigned granted a motion to dismiss one count of a counterclaim brought by a defendant shareholder and former officer and employee of a multi-national group of companies engaged in executive recruiting who had sued the defendant for setting up a new competing firm in alleged violation of duties to the plaintiff companies. I held that the fifth count of the defendant's counterclaim stated a cause of action that could only be brought derivatively in the name of the company in which the defendant held an interest. In that case, however, the defendant had pleaded mismanagement and diversion of company funds (payment of personal expenses) by the plaintiffs without pleading any special, distinct or separate loss to himself. In fact the record in that case showed that any possible separate loss to the defendant as opposed to general loss in value to all shareholders could not have occurred because of protective provisions in his contract of employment. The only possible losses attributable to the misconduct alleged in the counterclaim at issue would have been loss of stock value or loss of dividends which would have fallen proportionately on the defendant and all other shareholders. There was no claim pleaded in that count of the counterclaim that there was fraud or looting directed solely to the defendant minority shareholder to freeze him out of the company or to deprive him of a position in management. Morgan Howard, as pleaded, is entirely different from the present case and does not support the granting of the motion to dismiss in this case where the plaintiff has pled majority misconduct directed specifically at him and designed to destroy the value and dilute the voting power of his stock and drive him out of management.
Smith v. Snyder, 267 Conn. 456 (2004), also cited by defendants, is likewise inapposite. The defendant in that case, Charles Snyder, had been defaulted in the Superior Court in a case brought against him by Lectron Labs, Inc. and also by certain individual shareholders of Lectron for alleged violation of his fiduciary duties as a former director of Lectron. Following a hearing in damages, the plaintiffs were awarded money damages under the common law, CUTPA, and the Uniform Trade Secrets Act. At no time in the trial court or on appeal had Snyder raise the issue of the standing of the individual shareholders to be plaintiffs in the action. Raising that issue sua sponte, the Supreme Court held that the plaintiff shareholders did not have standing and vacated the award of damages in their favor because they could not maintain an action in their individual names to recover damages allegedly suffered by the corporation Lectron Labs, Inc. The action must be brought, the court held, either by the corporation itself (as it was) or by the individual plaintiffs derivatively in the name of the corporation. Citing Fink v. Golenbock, supra, the Court said, "It is axiomatic that a claim of injury, the basis of which is a wrong to the corporation, must be brought in a derivative suit, with the plaintiff proceeding secondarily, deriving his rights from the corporation which is alleged to have been wronged." Id., 267 Conn. at 461. The infirmity of the claim of the individual shareholders, Patricia Smith et als., was that their complaint had alleged ". . . that the named defendant, Charles Snyder, while serving as a director and officer of Lectron, breached a fiduciary duty that he owed to Lectron by engaging in a pattern of self dealing and other abuses of his position that were designed to destroy or devalue Lectron." (Emphasis added.) 267 Conn. At 458-59. There was not even a claim that Snyder had violated fiduciary duties owed to the individual plaintiffs or that his actions were designed to destroy their interests in the company any more or differently than the damage caused to the corporation as a whole. The Supreme Court in Smith did not even cite or mention Yanow v. Teal, supra, because there was no suggestion in Smith of a majority's violation of fiduciary duties to a minority causing separate and distinct damage to the minority's interests in the corporation, which formed the basis of the reversal of the dismissal in Yanow. (The classic "damage to the corporation" aspect of Smith is confirmed by the facts of Jones v. Niagra Frontier Transportation Authority, 386 F.2d 731 (2nd Cir. 1987) cited by the Smith court in holding that Smith shareholders lacked standing: Jones is a suit by the sole shareholder of Walter F. Jones Development Corp. based on claims that the defendant public authorities had wrongfully failed to award public works contracts to the corporation). If Smith were meant to stand as precedent for granting a motion to dismiss for lack of standing in a situation such as the case sub judice, as the moving defendants argue, it is inconceivable that the Supreme Court would have decided Smith without even acknowledging the existence of its own contrary decision in Yanow some 25 years earlier. The obvious conclusion is that Smith does not represent the governing rule for factual situations such as this where a minority shareholder claims individual damage to his particular interests in the company in violation of fiduciary duties owed to him by the majority and others. Yanow v. Teal, supra, remains as the governing authority for cases such as the claims of the plaintiff herein as pleaded in his second, fourth, sixth, seventh, and eighth counts.
There is a reference in Smith v. Snyder to a claim that the ". . . individual shareholder plaintiffs did not have a 100 percent interest in Lectron . . ." 267 Conn. at 466. There is no indication that the individual plaintiffs were minority shareholders."
Order
The motion to dismiss is denied.