Fogel v. U.S. Energy Systems, Inc.

Fogel (plaintiff), CEO and chairman of U.S. Energy Systems, believed a scheduled June 29 board meeting was to interview candidates for a UK operational role, but the other three directors (defendant company's directors) had privately agreed beforehand to fire him and informally pressured him to resign at that meeting without ever taking a formal vote; that night, after Fogel refused to resign, one director fired him with the others' support. Fogel then called a special stockholders' meeting for July 1 to vote on removing the three directors, but later that same day, at a regularly scheduled board meeting, the same three directors passed a formal resolution firing him and then ignored his call for the stockholders' meeting; Fogel sued, seeking a declaration that he was not actually fired until the July 1 resolution and that his stockholders' meeting call was therefore valid.