Torian v. Craig
Annotate this CaseAppellant brought suit against his former employer, EnvironMax, and its directors to recover the value of shares he received to offset wages owed to him by the company - shares he claimed were diluted by corporate misdeeds. The district court dismissed Appellant's suit on summary judgment, concluding that the claim was derivative in nature and that Appellant lacked standing to assert it directly. In so ruling, the court concluded that EnvironMax was not a closely held corporation subject to an exception to the general rule requiring shareholder suits to be filed derivatively and that Appellant's direct claims were otherwise foreclosed by his failure to utilize the Utah dissenters' rights statute. The Supreme Court reversed, holding (1) because Appellant's alleged injury was an individual and not a collective one in common with all shareholders, Appellant was entitled to sue individually and not required to pursue his claim derivatively; and (2) the dissenters' rights statute does not preempt direct actions rooted in breach of fiduciary duty, such as the one brought by Appellant.
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