Manson v. Curtis
Court of Appeals of New York
119 N.E. 559 (1918)
Relevant factsFree
Manson and Curtis (defendant), shareholders in a steamship company, tried to set up a board of "passive directors" so Manson could fully control the corporation himself; Manson sued Curtis for breaching their agreement about Manson's governance of the company. The special term found Manson failed to allege facts sufficient to sustain a cause of action and dismissed the case, and the Appellate Division affirmed.
IssueFree
Whether, under New York law, shareholders may create a passive board of directors so that the shareholders may control the corporation.