James J. Gallagher v. Benjamin V. Lambert

Summary

The New York Court of Appeals affirmed the Appellate Division’s summary‑judgment dismissal of Gallagher’s breach‑of‑fiduciary‑duty and good‑faith claims, holding that the plain terms of the stock‑repurchase agreement barred any such duty. A dissent argued that the majority improperly extended at‑will employment doctrine to minority‑shareholder fiduciary duties.