Giannotti v. Hamway

Minority stockholders (plaintiffs) in Libbie, a close corporation operating nursing homes, sued its directors (defendants) -- who had elected themselves to the board, worked only part time with substantial outside business interests, and lacked nursing-home expertise -- alleging the directors paid themselves excessive, self-set salaries from corporate funds. The trial court found for the minority stockholders, ordered Libbie's dissolution, found the directors had been oppressive toward the minority, but declined to order the directors to restore any funds to the corporation at that stage; the directors appealed.