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|Michigan Oppression Case: Hofmeister Family Trust v. FGH
Industries, LLC, 2007 WL 1106144 (E. D. Mich. Apr 12, 2007)
A motion to dismiss shareholder claims under Michigan law. The case involved a complex set of interrelated corporations and LLCs. Plaintiffs are several trusts who
are the minority shareholders in two of the parent entities and the majority shareholders in one of the corporations. The two defendants own the majority interest in
the two corporations and exercise control over the remaining corporation in which the plaintiffs own a majority (the opinion does't say how this was done). The
plaintiffs alleged a number of self-dealing transactions.
The court granted the defendants' motion to dismiss a common law conversion claim for misappropriation of coporate funds. The court notes that conversion
requires specifically identifiable personal property and that money is generally not subject to a claim for conversion, unless the defendant has been entrusted with
custody of a specific fund. Apparently, plaintiffs did not plead a simple claim for breach of fiduciary duty. The court also discusses the issue of standing given that
plaintiffs' claims were for the conversion of corporate funds and that the plaintiffs did not plead a derivative claim. Plaintiffs argued that Indiana case law recognizes
the right of shareholders in closely-held corporations to bring direct claims for wrongs done to the corporation, citing G & N Aircraft, Inc. v. Boehm, 743 N.E.2d 227,
236 (Ind.2001.)--the corporation in question was an Indiana corporation. The court rejects that argument holding that the plaintiffs must still prove that it was their
property, rather than that of the corporation that was converted. This holding clearly misreads the G&N Aircraft case, in which the court had created a procedural
exception in certain cases to allow a shareholder in a closely-held corporation to assert a claim belonging to the corporation directly rather than through the
procedural mechanism of a derivative claim--although it is not clear that this procedural law would have applied under Michigan law, and the court had already held
that the plaintiffs did not state a claim for conversion under the substantive law. Interestly, the court allowed the plaintiffs to proceed on their statutory claim for "aiding
in the concealment of any stolen, embezzled, or converted property'" under Mich. Comp. Laws § 600.2919a, holding that the reach of the statute was broader than the
common law cause of action for conversion.
The court denied the motion to dismiss the statutory shareholder oppression claim for "acts of the directors or those in control of the corporation that are illegal,
fraudulent, or willfully unfair and oppressive to the corporation or to the shareholder." Mich. Comp. Laws § 450.1489(1). The court held that conduct directed against
subdiaries was actionable even if plaintiffs only owned shares in the parent corporation. The Michigan statute 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." § 1489(3).
The court relied on the Michigan Court of Appeals case of Franchino v. Franchino, 263 Mich.App. 172, 687 N.W.2d 620 (Mich. App. 2004), which interpreted Section
1489. That court had held that the statute did not protect the plaintiff's right to employment by the corporation, or to his seat on the board of directors. Id. at 628-30.
The court stressed that "the Legislature amended the statute to explicitly state that minority shareholders could bring suit for oppression only for conduct that
'substantially interferes with the interests of the shareholder as a shareholder.' " Id. (citing § 1489(3)). The court further held that the focus of its inquiry should be the
actions of the majority and not the reasonable expectations of the complaining shareholder. Id. at 629-30. Shareholder rights, according to the court, typically include
voting at shareholder's meetings, electing directors, adopting bylaws, amending charters, examining the corporate books and receiving corporate dividends. Id. at
628 (citing 12Fletcher Cyclopedia Corporations. ch 58, § 5717, p 22 .). Based on the Franchino case, the court in this case held that plaintiffs' claim that the
defendants prevented the corporations from making distributions to shareholders stated a claim for oppression, but not the plaintiiffs' claim that they were excluded
from positions on the board of the corporation in which they were a majority. With respect to the claim for dividends, the court makes a rather extraordinary statement,
given the traditional deference that courts show to directors on the issue of dividends: "As shareholders of FGH Capital, and assuming that the allegations in the
complaint are true, Plaintiffs have a right to claim certain corporate dividends or distributions, as the complaint refers to them. Defendants as the majority
shareholders owe Plaintiffs that obligation. Further, Defendants control FGH Capital, a holding company that in turn controls Trans. As such, Defendants cannot run
Trans in a manner that would constitute oppression to Plaintiffs under Michigan law."
Finally, the court dismisses a claim for unjust enrichment for the defendants' charging exhorbitant management fees to one of the corporations while providing little
benefit. This decision was based on the court's holding that that plaintiff's could not pursue direct claims on behalf of the corporation.