Plaintiff minority shareholder was entitled to bring this action for willfully unfair and oppressive conduct under Sect. 489 of the Michigan Business Corporation Act, MCL 450.1489. Plaintiff's claim arises from defendant director's proposed plan to have Liquid Dustlayer redeem defendant's stock on terms not made available to plaintiff. The trial court awarded plaintiff $769,600 for the value of his minority interest. The court of appeals affirmed. Contact a minority shareholder attorney today for a 'no risk' consultation.
"Defendants argue that plaintiff failed to establish a violation of Sect. 489 because he failed to show a pattern of 'willfully unfair and oppressive conduct.' "However, Michigan law Sect. 489(3) defines 'willfully unfair and oppressive conduct' as 'a continuing course of conduct or a significant action or series of actions that substantially interferes with the interests of the shareholder as a shareholder' (emphasis added). "In mIchigan, 'willfully unfair and oppressive conduct' may be established by proof of either (1) a continuing course of conduct, (2) a significant action or (3) a series of actions. "Accordingly, a single significant action that substantially interferes with a shareholder's interests as a shareholder is sufficient to support a cause of action under Sect. 489."
Schimke v. Liquid Dustlayer, Inc., et al. (Michigan Court of Appeals) (unpublished per curiam) (Meter, Murray and Beckering, JJ.) On appeal from the Manistee County Circuit Court; Batzer, J.
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