Pedro v. Pedro

64 Citing cases

  1. Berreman v. West Publishing Company

    615 N.W.2d 362 (Minn. Ct. App. 2000)   Cited 45 times
    Concluding that the common-law fiduciary duty between shareholders exists separately and distinctly from the requirements of the MBCA

    At common law, the shareholders in a close corporation owe one another a fiduciary duty. See Fewell v. Tappan, 223 Minn. 483, 494, 27 N.W.2d 648, 654 (1947); Pedro v. Pedro, 489 N.W.2d 798, 801 (Minn.App. 1992) ( Pedro II), review denied (Minn. Oct. 20, 1992); Evans v. Blesi, 345 N.W.2d 775, 779 (Minn.App. 1984). Courts impose the fiduciary duty because they find that close corporations are really more like "partnership[s] in corporate guise."

  2. Blum v. Thompson

    901 N.W.2d 203 (Minn. Ct. App. 2017)   Cited 6 times

    Id. at 288. Later, in Pedro v. Pedro , 489 N.W.2d 798 (Minn. App. 1992)( Pedro II ) , review denied (Minn. Oct. 20, 1992), we clarified that damages also may be measured by the amount a defendant gained from a breach of a fiduciary duty.

  3. Folie v. Aging Joyfully, Inc.

    A14-0793 (Minn. Ct. App. May. 4, 2015)

    A district court's "findings of fact shall not be set aside unless clearly erroneous," and when reviewing the district court's findings, "this court is limited to deciding whether the findings are clearly erroneous." Pedro v. Pedro, 489 N.W.2d 798, 801 (Minn. App. 1992) (quotation omitted), review denied (Minn. Oct. 20, 1992) (Pedro II). "Clearly erroneous means manifestly contrary to the weight of the evidence or not reasonably supported by the evidence as a whole."

  4. Butwinick v. Mn. Oncology Hematology

    No. C4-99-1861 (Minn. Ct. App. Aug. 1, 2000)

    The relationship among the shareholders of a closely held corporation is analogous to that of partners in a partnership. Pedro v. Pedro, 489 N.W.2d 798, 801 (Minn.App. 1992) [hereinafter Pedro II], review denied (Minn. Oct. 20, 1992).

  5. Regan v. Natural Resources Group, Inc.

    345 F. Supp. 2d 1000 (D. Minn. 2004)   Cited 14 times
    Holding that terminated shareholder's breach of fiduciary claim must fail where shareholders' agreement explicitly allowed shareholder to be terminated without cause

    Shareholders in a closely-held corporation owe each other a fiduciary duty of good faith and loyalty. Berreman, 615 N.W.2d at 370; Pedro v. Pedro, 489 N.W.2d 798, 801 (Minn.Ct.App. 1992). This duty includes dealing "openly, honestly and fairly with other shareholders."

  6. Gerring Props. Inc. v. Gerring

    No. A20-0032 (Minn. Ct. App. Dec. 21, 2020)

    The reasonable expectations of closely held corporation shareholders include "a job, salary, a significant place in management, and economic security for [the shareholder's] family." Pedro v. Pedro, 489 N.W.2d 798, 802 (Minn. App. 1992); see also Gunderson v. All. of Comput. Prof'l., 628 N.W.2d 173, 189 (Minn. App. 2001) (noting that "[t]ypical close-corporation shareholders commonly have an expectation of continuing employment with the corporation" and "because of the unique characteristics of close corporations, employment is often a vital component of a close-corporation shareholder's return on investment and a principal source of income").

  7. Hansen v. N'Compass Solutions Inc.

    A14-0869 (Minn. Ct. App. Apr. 6, 2015)

    A district court's "findings of fact 'shall not be set aside unless clearly erroneous.'" Pedro v. Pedro, 489 N.W.2d 798, 801 (Minn. App. 1992) (quoting Minn. R. Civ. P. 52.01), review denied (Minn. Oct. 20, 1992).

  8. Rothmeier v. Investment Advisers, Inc.

    556 N.W.2d 590 (Minn. Ct. App. 1997)   Cited 57 times
    Holding where employee knew employer was already aware of issue and where employee merely mentioned suspected unlawful activity to employer, employee's actions did not constitute "report" under whistleblower statute

    Rothmeier relies on Pedro v. Pedro (Pedro I), 463 N.W.2d 285 (Minn.App. 1990), review denied (Minn. Jan. 24, 1991), and Pedro v. Pedro (Pedro II), 489 N.W.2d 798 (Minn.App. 1992), review denied (Minn. Oct. 20, 1992).

  9. Medtronic, Inc. v. Convacare, Inc.

    17 F.3d 252 (8th Cir. 1994)   Cited 43 times
    Finding fiduciary duty on the part of "a one-third shareholder of a closely held corporation with the power to appoint two of five directors to the board"

    Assuming that Medtronic owed a fiduciary duty to ConvaCare, ConvaCare and Johnson presented insufficient evidence to prove a breach of that duty. Although the terms of the parties' agreement created an obvious conflict of interest, the record on appeal reveals no evidence that Medtronic's competition with ConvaCare was anything other than open, honest, and fair. See Freese v. Smith, 428 S.E.2d 841, 847 (N.C.Ct.App. 1993) (fiduciary duty to act fairly and in good faith); Pedro v. Pedro, 489 N.W.2d 798, 801 (Minn.Ct.App. 1992) (fiduciary duty is to deal openly, honestly, and fairly with other shareholders). Specifically, the record does not show that Medtronic used its position as a ConvaCare shareholder or its power to appoint two directors in order to gain inside information, to gain an unfair competitive advantage, or otherwise to harm ConvaCare. Furthermore, we find no evidence to support the assertion that the two ConvaCare directors appointed by Medtronic were involved in a plot to destroy ConvaCare. Thus, the district court appropriately dismissed the breach of fiduciary duty claim.

  10. Weiner v. Naegele

    Civil No. 11-855(DSD/AJB) (D. Minn. Jul. 16, 2012)   Cited 2 times
    Applying federal standard to state law claim for breach of duty to disclose material facts brought against member of closely-held company

    2006) (elements of negligence claim); Padco, Inc. v. Kinney & Lange, 444 N.W.2d 889, 891 (Minn. Ct. App. 1989) (negligence and breach of fiduciary duty claims use same elements). Members of a closely held company are analogous to partners. See Pedro v. Pedro, 489 N.W.2d 798, 801 (Minn. Ct. App. 1992) (citing Westland Capital Corp. v. Lucht Eng'g Inc., 308 N.W.2d 709, 712 (Minn. 1981) (describing closely held corporation as "partnership in corporate guise")).