Koshy v. SachdevAnnotate this Case
At issue in this case was the construction of Mass. Gen. Laws ch. 156D, 14.30, the corporate dissolution statute, which allows a shareholder to petition a judge of the superior court to dissolve a corporation in the event of a deadlock between its directors. Plaintiff and Defendant were the sole shareholders and directors of a corporation. Plaintiff filed a petition pursuant to the corporate dissolution statute seeking to dissolve the corporation. After a jury-waived trial, Plaintiff also filed a separate claim for contempt of court. Defendant counterclaimed. A judge rejected all of Plaintiff’s claims and Defendant’s counterclaims. The Supreme Judicial Court remanded the matters, holding (1) the impasse as to fundamental matters of corporate governance and operations existing under these circumstances gave rise to a state of “true deadlock” such that the remedy of dissolution provided by the statute was allowable; (2) because dissolution is a discretionary remedy, the superior court must make a determination as to whether it is the appropriate remedy under the circumstances; and (3) the superior court must consider the allegations raised in the complaint for contempt concerning conduct that occurred after the trial.