Joseph Nemec, Plaintiff Below, Appellant v. Ralph W. Shrader, Defendants Below, Appellees — Jacobs, J…

Summary

The dissent would hold that the complaint stated a cognizable claim that the company breached the implied covenant by redeeming the plaintiffs' shares before a transaction that would have materially increased their value. It reasoned that an expressly granted contractual power must still be exercised reasonably and in furtherance of a legitimate interest, and that the alleged facts supported an inference that the company had no legitimate interest in the timing of the redemptions. The dissent would therefore reverse the dismissal of Count I. The dissent agreed that the breach-of-fiduciary-duty and unjust-enrichment claims were properly dismissed, but disagreed with dismissal of the implied-covenant claim.