Cardiac Perfusion Servs., Inc. v. Joubran (Per Curiam)
Annotate this CaseRandall Hughes was an employee and a minority shareholder of Cardiac Perfusion Services, Inc. (CPS). After Hughes’s employment terminated, CPS and Michael Joubran filed an action against Hughes and also requested declaratory relief. Hughes filed counterclaims for breach of fiduciary duty against Joubran, alleging that Joubran engaged in oppressive conduct toward him. After a jury trial, the trial court ordered Joubran and CPS to buy out Hughes’s shares based on its determination that Joubran engaged in “oppressive conduct” to the rights of Hughes. The court of appeals affirmed. The Supreme Court reversed in part and affirmed in part, holding that there is no common-law cause of action for shareholder oppression, and the only statutory remedy for “oppressive” actions is a rehabilitative receivership. Remanded.
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