Leslie v. Boston Software Collaborative, Inc.
Superior Court of Massachusetts
14 Mass. L. Rptr. 379 (2002)
Mark Khayter, Robert Goulart (defendants), and Dennis Leslie (plaintiff) each held about a third of the shares in Boston Software Collaborative (BSC), a closely-held corporation providing software engineering services billed by the hour. Khayter and Goulart billed far more hours than Leslie, who instead performed office-management tasks, and received additional compensation tied to their billings; BSC had received complaints from employees and clients about Leslie's conduct and work quality, and three key employees once threatened to quit over him. After considering leaving BSC in 2000, Leslie emailed a colleague that he'd decided to stay, but added that his wife reserved the right to shoot the other two partners -- a comment taken seriously given Leslie's gun permit and occasional practice of carrying. Khayter and Goulart placed Leslie on unpaid leave, offered a severance package he refused, and then used their director and shareholder power to dismiss him. Leslie sued for wrongful termination, failure to pay dividends, and freeze-out.
Whether majority shareholders in a closely-held corporation owe minority shareholders a fiduciary duty that requires the utmost good faith and fair dealing.