Chelrob, Inc., Suing on Their Own Behalf and on Behalf of All Other Stockholders of Queens Borough Gas &…

Summary

The New York Court of Appeals reversed the Appellate Division's dismissal of the corporate defendants and remanded for determination of a fair intercompany gas price, while affirming the dismissal of the individual defendants. The court held that directors with divided loyalty must have their transactions scrutinized for fairness, but found no breach of fiduciary duty sufficient to set aside the price absent proof of loss to Queens.