Elizabeth McM. Godley, Respondent and Appellant v. Crandall & Godley Company, Appellants and Respondents

Summary

The New York Court of Appeals affirmed the lower courts' judgments, modifying the recovery amounts. It held that a stockholder cannot sue for an undeclared dividend, that distributions labeled as additional salaries but based on stock ownership were unlawful, that directors lacked authority to increase their own salaries, that a majority cannot dissolve the corporation in bad faith to divert goodwill, and that unreclaimed expenses not pleaded must be excluded.