Ingle v. Glamore Motor Sales, Inc.
Court of Appeals of New York
535 N.E.2d 1311 (N.Y. 1989)
Ingle (plaintiff), one of four director-shareholders and the sales manager of Glamore Motor Sales (GMS) (defendant), had no employment contract specifying a fixed term, and the four directors had agreed that if any stockholder ceased to be an employee for any reason, James Glamore could purchase that stockholder's shares. After the other three directors (the Glamore family, defendants) voted Ingle out as director and fired him, Ingle sued for breach of fiduciary duty, arguing his status as a minority shareholder in a close corporation entitled him to protection against termination; the lower courts dismissed his complaint.
Whether a minority shareholder in a close corporation, by virtue of that status alone, acquires a right against discharge from his employment with the corporation.