# Donahue v. Rodd Electrotype Co. of New England, Inc.

> Massachusetts Supreme Judicial Court · May 2, 1975 · 367 Mass. 578

URL: https://www.frixlaw.com/law-library/cases/9541756

## Case

- **Full name:** Euphemia Donahue vs. Rodd Electrotype Company of New England, Inc. & Others
- **Court:** Massachusetts Supreme Judicial Court
- **Decided:** May 2, 1975
- **Citations:** 367 Mass. 578; 328 N.E.2d 505; 1975 Mass. LEXIS 875
- **Precedential status:** Published
- **Opinion:** Concurrence by Wilkins
- **Judges:** Tauro, Reardon, Quirico, Braucher, Kaplan, Wilkins
- **Cited by:** 317 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/9541756

## How later opinions describe it (automated extraction)

- holding that a close corporation’s directors breached the fiduciary duty owed to other shareholders and that “[purchase by the corporation confers substantial benefits on the members of the controlling group whose shares were purchased [and t]hese benefits are not available to…
- explaining that, in contrast to close corporations, there is a “somewhat less stringent standard of fiduciary duty to which directors ... of all corporations must adhere in the discharge of their corporate responsibilities.” (emphasis added)
- holding that "stockholders in the close corporation owe one another substantially the same fiduciary duty in the operation of the enterprise that partners owe to one another” in context of dispute over corporation's repurchase of shares
- holding that stockholders in a close corporation owed one another the same fiduciary duty as that owed by one partner to another in a partnership

## Opinion text

Wilkins, J.
(concurring). I agree with much of what the Chief Justice says in support of granting relief to the plaintiff. However, I do not join in any implication (see, e.g., footnote 18 and the associated text) that the rule concerning a close corporation’s purchase of a controlling stockholder’s shares applies to all operations of the corporation as they affect minority stockholders. That broader issue, which is apt to arise in connection with salaries and dividend policy, is not involved in this case. The analogy to partnerships may not be a complete one.

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/9541756. Public record. Not legal advice.