Mauck v. Cherry Oil Co.

Summary

The court held that the Maucks had standing to seek judicial dissolution because they alleged impairment of a statutory right and fell within the class authorized to sue. It nevertheless affirmed dismissal under Rule 12(b)(6) because the complaint disclosed a contractual put/call remedy that provided a fair-value exit, without alleging why dissolution was reasonably necessary or equitable despite that remedy. The court also affirmed summary judgment on the remaining fiduciary-duty and contract claims and affirmed the other rulings below.