Remillard Brick Co. v. Remillard-Dandini Co.

Stanley and Sturgis (defendants) controlled the majority of Remillard-Dandini Company and its subsidiary (the manufacturing companies) (defendants), which made bricks, and also controlled a separate sales corporation (defendant) they set up. They arranged for the manufacturing companies to sell all their bricks through the sales corporation, effectively shifting the manufacturing companies' sales profits to the entity they personally controlled. Remillard Brick Company (Brick) (plaintiff), a minority shareholder in Remillard-Dandini Company, sued, claiming the directors had stripped the manufacturing companies of their own sales function to enrich themselves. Stanley and Sturgis argued the arrangement was valid because they disclosed the common directorship and a shareholder majority approved it.