# Forinash v. Daugherty

> Missouri Court of Appeals · July 30, 1985 · 697 S.W.2d 294

URL: https://www.frixlaw.com/law-library/cases/9671929

## Case

- **Full name:** J.K. FORINASH and J.M. Forinash, His Wife, James W. Forinash and Waneda Forinash, His Wife, Joseph L. Forinash and Leigh Forinash, His Wife, Ivan Boggs and Mary Boggs, His Wife, Kathleen Fiquet, Bessie Kelley Herrington, Lilly Hobbs, Glen F. Kirkpatrick and Fern P. Kirkpatrick, His Wife, Sylvia White and Helen Wilson, Plaintiffs-Respondents, v. E.L. DAUGHERTY, Individually and as an Officer and Director of the Bank of Raymondville, a Missouri Banking Corporation, Joe E. Richardson, Individually and as a Director of the Bank of Raymondville, Maurice W. Covert, Individually and as an Officer and Director of the Bank of Raymondville, E.T. Craig, Individually and as a Director of the Bank of Raymondville, and F.T. Bates, Individually and as a Director of the Bank of Raymondville, Defendants-Appellants
- **Court:** Missouri Court of Appeals
- **Decided:** July 30, 1985
- **Citations:** 697 S.W.2d 294; 1985 Mo. App. LEXIS 3403
- **Precedential status:** Published
- **Opinion:** Dissent by Prewitt
- **Judges:** Hogan, Maus, Prewitt
- **Cited by:** 26 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/9671929

## Opinion text

PREWITT, Chief Judge,
dissenting.
I respectfully dissent.
Stockholders often have their interests adversely affected by those in control, possibly to a greater extent in a “close” corporation, or perhaps stockholders of a close corporation are more aware of the activities affecting them. A cause of action should not exist against those in control unless they breached a duty to the other shareholders. On the basis submitted, I see no such duty.
The directors and officers are to manage and provide for the management of the corporation, and to protect the interests of the shareholders in the assets of the eorpo- *308 ration. Liability is asserted against defendants for depreciating the value of the plaintiffs’ shares by selling “controlling interest” without notice to plaintiffs of the offer to purchase. Notice of the offer is not within the duties the defendants were obligated to perform and was beyond what should have been required of them. See Ritchie v. McGrath, 1 Kan.App.2d 481 , 571 P.2d 17 (1977), following McDaniel v. Painter, 418 F.2d 545 (10th Cir.1969). See also Goode v. Powers, 97 Ariz. 75 , 397 P.2d 56 (1964); Benson v. Braun, 8 Misc.2d 67 , 155 N.Y.S.2d 622 (1956); Levy v. American Beverage Corp., 265 App.Div. 208 , 38 N.Y.S.2d 517 (1942).
I would reverse the judgment.

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/9671929. Public record. Not legal advice.