Eastland Food v. Mekhaya

Summary

The Supreme Court of Maryland held that the proposed amended complaint adequately stated a minority-stockholder-oppression claim because the alleged family-business circumstances, promised ownership, continued employment, management participation, and historical profit distributions supported objectively reasonable expectations. It held that the breach-of-fiduciary-duty and unjust-enrichment claims failed because the alleged losses from excessive compensation and diversion of corporate funds were injuries to the corporation, requiring a derivative action rather than direct claims for compensatory damages. The court therefore affirmed in part, reversed in part, and remanded for further proceedings.