Susan M. Blaustein Hilda K. Blaustein Trust, F/b/o Susan M. Blaustein, U/a Dated 8/2/72, by and Through Its Trustee…

Summary

The Supreme Court of Delaware affirmed the rejection of a minority stockholder's proposed fiduciary-duty and implied-covenant claims arising from the corporation's refusal to repurchase her shares at a more favorable price. The court held that neither common-law fiduciary principles nor the shareholders' agreement gave her a right to a non-conflicted board decision, a repurchase, or negotiations at a particular price, and that her derivative claim failed for lack of demand and adequate demand-futility allegations. The court also noted that the alleged oral promise could support a fraud-in-the-inducement theory but declined to consider that theory because it had not been argued.