Ronnen v. Ajax Electric Motor Corp.

Neil Norry (plaintiff), CEO of Ajax Electric Motor Corp. (defendant), and his sister Deborah Ronnen (defendant) together owned a majority of Ajax stock and signed a shareholders' agreement giving Norry the right to vote Ronnen's shares on day-to-day operations and any sale of substantially all of Ajax's assets, while Ronnen kept voting rights over other major corporate-policy decisions, a guaranteed board seat, continued access to management reports, and a cap on Norry's compensation. At a 1995 shareholders' meeting, Ronnen served Norry with a restraining order barring him from voting her shares on bylaw or charter amendments, then stayed behind after Norry adjourned the meeting and, with a few other shareholders, elected a new slate of directors. Norry sued to invalidate that election, and the trial court and Appellate Division agreed; Ronnen appealed further.