Roach & The Legal Center, Inc. v. Bynum

John Roach (defendant) and two others formed The Legal Center, Inc. (defendant); after the others resigned their interests, Roach adopted bylaws vesting management in the president and requiring 70 percent shareholder approval for most actions. Roach became president, and Forstman and later Bynum (plaintiffs) became directors and shareholders, each investing $14,000, but the three directors fell into conflict, with Roach using the 70 percent bylaw requirement to block the others. Bynum and Forstman sued for dissolution, and the trial judge found the directors 'hopelessly deadlocked' and ordered the company dissolved.