Pedro v. Pedro
Minnesota Court of Appeals
489 N.W.2d 798 (Minn.App. 1992)
Brothers Alfred, Carl, and Eugene Pedro each owned one-third of The Pedro Companies; after Alfred discovered a $140,000 accounting discrepancy and pushed his brothers (defendants) to bring in an independent accountant, the brothers refused the accountant full document access, began undermining Alfred's authority at work, hired a private investigator to follow him, threatened to fire him if he did not drop the matter, and ultimately fired him in December 1987, falsely telling employees he had suffered a nervous breakdown. Alfred, who had worked at the family company for 45 years (following his father's own lifetime tenure there, with Eugene himself testifying he expected to "always work for the company"), sued for breach of fiduciary duty and wrongful termination; on remand from an earlier appeal, the trial court found the brothers breached their fiduciary duty, ordered a buyout of Alfred's shares, awarded lost wages for wrongful termination based on an expectation of lifetime employment, and awarded attorney's fees, and the brothers appealed, arguing no breach occurred because the corporation's value never decreased.
Whether majority shareholders in a close corporation can be found to have breached their fiduciary duty to a minority shareholder-employee through conduct like undermining his authority, surveilling him, and pretextually firing him, even if the corporation's overall value was unaffected.