explaining that corporate directors may be personally liable for loss of corporate funds due to “gross or culpable negligence”
How later courts described this case
- explaining that corporate directors may be personally liable for loss of corporate funds due to “gross or culpable negligence”
- stockholder cannot sue unless he is stockholder at time derivative suit is instituted and retains stock throughout suit.
- “It is equally well-settled that it is not necessary to charge the defendants specifically with ‘fraud’ or with ‘acting fraudulently’ if the facts alleged indicate fraud or are such that fraud is necessarily implied from the alleged facts.”
- “It is well established that actionable fraud may result from the concealment of material facts as well as from the false statement of material facts.”
Written by the judges who cited it.
The opinion
Hammond, C. J.,
concurring in part and dissenting in part:
I have considerable doubt that the allegations against any defendant other than Hooper and Robinson sufficiently charge fraud or the gross and culpable negligence in discharge or omission of duties necessary to make him liable, but I bow to the contrary views of my brethren on this point. As to Robinson and Hooper during their periods of employment by the Association, fraud or breach of a fiduciary duty may well have been alleged but to me it clearly appears that the release given them when they were no longer employed was negotiated and executed in good faith at arms length, after full knowledge of all the facts had been obtained by the Association from the Dugan report, and that it is unassailable as far as they are concerned. This is to say that fraud and breach of fiduciary duty that tainted the transactions that led to the release may have been alleged, but that there is no sufficient allegation that fraud or other invalidating agent played any part in its obtention or execution. In my view, Hooper and the executors of Robinson should be let out.
*108 LAMBDIN v. PRZYBOROWSKI Opinion of the Court. [250 Md.