At one of its regular board meetings, Wingert Grebing’s client considered a proposal by one of its shareholders to buy back the shareholder’s shares. Final consideration of the proposal was continued by the corporation which needed to know the precise number of shares and required board approval for the proposed transaction. When it became clear the transaction was not practicable, the shareholder sued the corporation and its CEO, alleging an enforceable oral agreement had been entered at the first board meeting, and the shareholder had been fraudulently induced into entering the agreement.
Stephen Grebing moved for summary judgment on the grounds the shareholder’s own allegations proved no enforceable contract had ever been formed, and the CEO was immune from liability pursuant to The Business Judgment Rule. The Court agreed, entering judgment in favor of Wingert Grebing’s client.