Eastland Food v. Mekhaya

Summary

The court held that the proposed amended complaint adequately pleaded minority-stockholder oppression because the family-owned corporation’s practices and Edward’s contributions supported objectively reasonable expectations of continued employment, management participation, and proportional profit distributions. It held that Edward could not pursue direct compensatory-damages claims for breach of fiduciary duty or unjust enrichment because the alleged misuse of corporate funds injured the corporation rather than him individually and he had not proceeded derivatively. The judgment was affirmed in part, reversed in part, and remanded for further proceedings.