INGLE V. GLAMORE MOTOR SALES, INC.
535 N.E.2d 1311 (1989)
NATURE OF THE CASE: This was a dispute over the provisions that terminated the holdings of a minority shareholder. Ingle (P) a former employee of Glamore (D) sued alleging a breach of good faith and fair dealing, breach of fiduciary duties, wrongful interference with employment, and wrongful termination. P appealed a judgment for D affirmed by the Appellate Division.
FACTS: Ingle (P) was hired as a sale manager for Glamore (D) with no express agreement between the parties establishing duration of conditions of employment. Two years later, P entered into a written agreement with D to purchase 22 of 100 shares with a five-year option to purchase 18 more shares. The agreement also gave D the right to repurchase the shares if employment of P was to cease for any reason. Eventually P purchased his 18 additional shares under a similar agreement but 60 more shares were issued by D and they were purchased by D and his sons. A third shareholder agreement was made giving D the right to purchase within 30 days any shareholders' interests upon termination of employment for any reason. In 1983, P was voted out and D notified P that he wanted to purchase P's shares. P sued for breach of fiduciary duty, and breach of contract. All causes of action were dismissed. P appealed.
ISSUE:
RULE OF LAW:
HOLDING AND
DECISION:
LEGAL ANALYSIS:
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