7. “The policy behind these liberal pleading rules is a simple one: cases in our system are not to be disposed of summarily on arcane or technical grounds.” Haley, 611 A.2d at 848. On June 26, 1998, the defendants moved to dismiss Joyce's remaining counterclaims and crossclaims in a second Superior Court hearing before a different motion justice in that court. “In reviewing the grant of a summary judgment motion, this Court employs the same standard on review as the trial justice. In the event that the hearing justice concludes that ECC is to be dissolved, he or she shall appoint a receiver to effect such liquidation and to pay a liquidation dividend to each shareholder. Babbs, 507 A.2d at 1349. See the complete profile on LinkedIn and discover Paul’s connections and jobs at similar companies. Unfortunately for Joyce, her status as a powerless minority shareholder was merely the beginning of her travails with ECC. Section § 7-1.1-90, entitled “[j]urisdiction of court to liquidate assets and business of corporation,” allows shareholders to seek relief from “illegal, oppressive, or fraudulent” acts of those controlling the corporation: “(a) The superior court shall have full power to liquidate the assets and business of a corporation: (1) In an action by a shareholder when it is established that, whether or not the corporate business has been or could be operated at a profit, dissolution would be beneficial to the shareholders because: (i) The directors or those other persons that may be responsible for management pursuant to § 7-1.1-51(a) are deadlocked in the management of the corporate affairs and the shareholders are unable to break the deadlock; or, (ii) The acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent; or, (iii) The shareholders are deadlocked in voting power, and have failed, for a period which includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or, (iv) The corporate assets are being misapplied or are in danger of being wasted or lost; or, (v) Two (2) or more factions of shareholders are divided and there is such internal dissension that serious harm to the business and affairs of the corporation is threatened ***.”. Internet Explorer 11 is no longer supported. On January 17, 1986, Jeffrey and Peter entered into a reciprocal stock purchase agreement (the purchase agreement), whereupon the death of one brother, the survivor-brother would automatically, by way of such purchase agreement, purchase certain identified ECC stock held by the decedent-brother, through the use of proceeds from life insurance policies held on the life of that decedent-brother.2 The agreement named both Paul and Rolland Jones (Jones), an insurance agent, as trustees to administer the purchase-agreement transaction. We believe that these notable words ring particularly true for the case now before us. But it’s now time to move on. TORONTO, ONTARIO - AUGUST 07: John Tavares #91 of the Toronto Maple Leafs celebrates his third period goal at 16:54 against the Columbus Blue Jackets in Game Four of the Eastern Conference Qualification Round prior to the 2020 NHL Stanley Cup Playoffs at Scotiabank Arena on August 07, 2020 in Toronto, Ontario. Alternatively, she found that the trustees were shielded from liability relating to the purchase-agreement transaction by an exculpatory provision contained in the purchase agreement.9 The hearing justice, it should be noted, only addressed Joyce's claims made pursuant to §§ 7-1.1-90 and 7-1.1-90.1 to the extent that she believed they were not properly pled as causes of action. The email address cannot be subscribed. Further, we are of the opinion that genuine issues of material fact do exist concerning whether Joyce, as a minority shareholder, was oppressed by the actions of the other ECC shareholders pursuant to both common law and statutory law. Paul HENDRICK, in his capacity as trustee v. Joyce C. HENDRICK, Executrix of the Estate of Jeffrey P. Hendrick et al. Microsoft Edge. 3. PH: Joe is a genius. During that time he has done it all. Recognizing the potential for the freeze out and oppression of minority shareholders, the General Assembly enacted several statutory mechanisms by which such aggrieved shareholders might seek relief. 365 Bloor Street East, Toronto, Ontario, M4W 3L4. In reviewing a hearing justice's grant or denial of a Rule 12(b)(6) motion to dismiss, we undertake the same analysis as used by the hearing justice. We are mindful that “[c]orporate officers and directors of any corporate enterprise, public or close, have long been recognized as corporate fiduciaries owing a duty of loyalty to the corporation and its shareholders ***.” A. Teixeira & Co. v. Teixeira, 699 A.2d 1383, 1386 (R.I.1997). (c) If the hearing justice determines that Joyce is not entitled to dissolution of ECC pursuant to § 7-1.1-90 or to a buyout of her shares by ECC pursuant to § 7-1.1-90.1, we direct that Joyce's common law and statutory claims in her amended complaint shall then proceed to trial and shall be accorded priority status on the appropriate trial calendar. Cipolla v. Rhode Island College Board of Governors for Higher Education, 742 A.2d 277, 280 (R.I.1999) (holding that a motion to dismiss must be made strictly on the pleadings, and a Rule 12 motion to dismiss that relies on matters outside the pleadings must be treated as a motion for summary judgment). Jeffrey's health had been in decline, and his subsequent death apparently was not unexpected. For the foregoing reasons, the plaintiff's consolidated appeal is sustained, and the judgments of the Superior Court appealed from are vacated. In June 1993, while Jeffrey was still alive but seriously ill, an attempt was made by ECC and the trustees, through counsel, to revise or amend the 1986 purchase agreement to include those new Class B shares in the purchase agreement, but Joyce, now acting as Jeffrey's “attorney-in-fact,” refused to allow the purchase agreement to be modified to include the new shares. All rights reserved. Subsequently, no attempt was made by the trustees to transfer any of Jeffrey's interest in ECC, although under the purchase agreement the original 1,858 shares could have been transferred by the trustees without the presence or permission of Joyce. 12(b)(6) motions to dismiss those counts and also filed motions for summary judgment on the same counts. Any statutory interest on Joyce's liquidation dividend will accrue from November 30, 1994, being the date of the initial demand for liquidation of ECC made by both the estate of Jeffrey Hendrick and Joyce Hendrick in count 8 of their respective counterclaims and count 1 of their respective crossclaims. Copyright © 2020, Thomson Reuters. PH: Thanks for asking. Oppression also has been found to exist where the majority shareholders have engaged in waste of the corporate assets, Muellenberg, 669 A.2d at 1388, or where relevant financial information is withheld from shareholders. 5. “In a hockey world that can be very overwhelming at times, you have a knack of making people (including myself on numerous occasions) feel comfortable and confident,” Travis Dermott wrote. They also sought dissolution of the corporation, or alternatively, the corporate buyout of Joyce's approximately 30 percent shareholder interest in the corporation pursuant to G.L.1956 §§ 7-1.1-90 and 7-1.1-90.1. Two of the counts in Joyce's complaint (counts 4 and 7) alleged shareholder derivative-type actions relating to the payment of bonuses to Peter and Paul and the purchase of the $400,000 land parcel. As of 1986, Paul Hendrick was a majority stockholder in ECC, and his two sons, Jeffrey and Peter, owned minority interests in ECC. JR: Any travel plans for when it’s safe to travel again? If the shares are to be purchased by other shareholders, notice shall be sent to all shareholders of the corporation other than the petitioner, giving them an opportunity to join in the election to purchase the shares. (citing Folan, 723 A.2d at 289). “Although a plaintiff is not obligated to ‘set out the precise legal theory upon which his or her claim is based,’ he or she must provide ‘the opposing party fair and adequate notice of the type of claim being asserted.’ ” Id. See, e.g., Broccoli v. Broccoli, 710 A.2d 669, 673 (R.I.1998); A. Teixeira & Co., 699 A.2d at 1386-87; Long v. Atlantic PBS, Inc., 681 A.2d 249, 256 n. 8 (R.I.1996); Estate of Meller v. Adolf Meller Co., 554 A.2d 648, 651-52 (R.I.1989). See generally 19 Am.Jur.2d Corporations, § 2767 (1986), for a check list of oppressive acts. PH: Kyle has done a tremendous job of adding much-needed leadership to the room. Joyce asserted that by these two actions, the majority shareholders caused ECC to waste or misapply corporate assets and failed to seek recovery of those amounts. So to get the opportunity to cover the Maple Leafs for a quarter-century was simply incredible! We'll never pass along your email address to spammers, scammers, or the like. He has taught me so much about the game and perseverance away from the game. After reviewing the record before us, we are of the opinion that the hearing justice properly dismissed the derivative claims. JR: What have you been doing to pass the time during the pandemic? He will be spending more time with his wife, who has been fighting cancer. Postmedia is committed to maintaining a lively but civil forum for discussion and encourage all readers to share their views on our articles. Toronto Maple Leafs news from FanSided Daily, TJ Brodie Signing Gives Toronto Maple Leafs a Two-Year Window, How Ex Toronto Maple Leafs Did on Different Teams in 2019-20, J.R. Smith, Olivia Harlan Dekker Clash About Sam Dekker's Alleged Trump Support, Toronto Maple Leafs Hand Travis Dermott One-Year Extension, Toronto Maple Leafs Present Master Class In the Salary Cap, Update On 2 Toronto Maple Leafs Playing in the KHL. (Photo by Andre Ringuette/Freestyle Photo/Getty Images). Accordingly, pursuant to our plenary authority, our remand is made with the following directions to the Superior Court to proceed: (a) To conduct an evidentiary hearing to determine whether Joyce is entitled to dissolution of ECC pursuant to § 7-1.1-90, or in the alternative, to determine whether Joyce is entitled to a buyout of her shares by ECC pursuant to § 7-1.1-90.1. Joyce has not appealed the dismissal of her malicious prosecution and abuse of process claims. PH: Don’t ask what they’re paying you, never say no, and be prepared to leave home to begin your career. PH: I would consider Bob, My best friend outside my relationship with my wife. “Hockey and covering the Leafs has been a privilege. Alicia is doing well. During that time he has done it all. Further, we have held that the burden rests on the party opposing the motion to amend to demonstrate the existence of such extreme prejudice. View Paul hendrick’s profile on LinkedIn, the world's largest professional community. Learn more about FindLaw’s newsletters, including our terms of use and privacy policy. Superior Boiler Works, Inc. v. R.J. Sanders, Inc., 711 A.2d 628, 632 (R.I.1998). Paul Hendrick, the widely respected reporter who joined Leafs TV in its mid-90s’ infancy, announced via Twitter on Wednesday he was leaving. Many Leafs, including Hyman and Matthews, sent him good luck messages. The Beatles icon Paul McCartney discussed Jimi Hendrix yawning as his late wife Linda attempted to photograph him in a new Irish Times piece. As a result of the corporate recapitalization and the parental gifts, Jeffrey's Class B equity shares in ECC increased from 1,858 to approximately 22,000 shares. Although such efforts may indeed prove ultimately futile, the plain language of the rule requires that a plaintiff demonstrate that all avenues of redress are foreclosed before a derivative suit may be brought. When you’ve done thousands of interviews that are often within close range, you want to make sure that all that hot air has a peppermint/cinnamon tinge to It. So I’m not holding my breath. We’ve enjoyed so many laughs over the years, most generated by Jim Ralph, But beyond all of that, what stands out for me with Joe is the incredible love he has for his four boys and his grandchildren.
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