Gerdes v. Reynolds

Reynolds Investing Company (plaintiff) brought an eight-count complaint against a group of its directors including Reynolds and Woodward (codefendants); count four alleged the directors collectively promoted transactions with other firms in which some group members had a financial interest, without specifying any actual wrongdoing, self-dealing by Reynolds or Woodward individually, or any other unlawful conduct, while count seven alleged Woodward personally received company money without consideration but didn't specify whether he was a director when he received it. The trial court and the Appellate Division both ruled for the company, and Reynolds and Woodward appealed both counts as failing to state a cause of action.