Charlestown Boot & Shoe Co. v. Dunsmore

Shareholders of Charlestown Boot & Shoe Co. (plaintiff, suing in the corporation's name) elected Dunsmore and Willard (defendants) as directors. When shareholders later appointed a third party, Osgood, to help wind up the corporation's affairs, the directors refused to cooperate with him and did not obtain fire insurance on the corporation's property. The property later burned down, destroying the machinery. The shareholders, suing as the corporation, claimed the directors' refusal to work with Osgood and to insure the property caused the corporation's losses. The directors moved to dismiss.