Bonavita v. Corbo

Corbo Jewelers, Inc. was owned equally by Gerald Bonavita (plaintiff) and the Corbo family (defendants); Alan Corbo and the plaintiff each held 50%. The Corbos and their children worked for and drew substantial salaries from the company; the aging plaintiff retired and had no children to succeed him, so his only realistic benefit from the stock was dividends. Despite the company's strong finances, the defendants refused the plaintiff's requests for a dividend and made clear none of significance would ever be paid, leaving his stock effectively worthless. The plaintiff sued for shareholder oppression under N.J.S.A. 14A:12-7; a provisional director had been appointed as interim relief.

Whether a court may order an involuntary purchase of a minority shareholder's stock in a close corporation to remedy oppression where that remedy is the only practical alternative to dissolution.