McLaughlin v. Pannell Kerr Forster
| Court | Supreme Court of Alabama |
| Writing for the Court | HOUSTON; HORNSBY; MADDOX |
| Citation | 589 So.2d 143 |
| Parties | Dr. M.V. McLAUGHLIN, et al. v. PANNELL KERR FORSTER, et al. 1900411. |
| Decision Date | 26 July 1991 |
Page 143
v.
PANNELL KERR FORSTER, et al.
Rehearing Denied Oct. 11, 1991.
James J. Duffy, Jr. of Inge, Twitty & Duffy and Richard Bounds of Cunningham, Bounds, Yance, Crowder & Brown and Dennis P. McKenna of Prince, McKean, McKenna & Broughton, Mobile, for appellants.
Broox G. Holmes and David A. Bagwell of Armbrecht, Jackson, DeMouy, Crow, Holmes & Reeves, Mobile, for appellees.
HOUSTON, Justice.
This action was filed by a group of stockholders of Ono Development Company, Inc., and Ono East, Inc. ("the corporations"), on behalf of themselves and the other stockholders of the corporations, and, derivatively, on behalf of the corporations, against Pannell Kerr Forster, an independent certified public accounting firm and two of its CPA employees, to recover damages for breach of contract and fraud. The trial court entered a summary judgment for the defendants, and the plaintiffs appealed. 1 We affirm.
The plaintiffs, all of whom voluntarily sold their stock back to the corporations while this action was pending, alleged that the defendants had failed to disclose in annual audits of the corporations that certain commissions were being improperly paid to and by three of the corporations' principal officers and directors; that, as a result of the defendants' actions, the corporations had been "deprived of the use of large sums of money over an approximate
Page 144
10-year period"; and that the suit had been filed only after each corporation's board of directors had rejected a request that the corporation file suit to recover damages from the defendants. 2 The defendants, relying primarily on Shelton v. Thompson, 544 So.2d 845 (Ala.1989), contend that the summary judgment was proper. They argue, among other things, that the plaintiffs lacked standing to sue on their own behalf because the alleged wrongs were to the corporations, and that the plaintiffs lacked standing to sue on behalf of the corporations because they had voluntarily sold their stock. The plaintiffs contend that they had standing to sue on their own behalf because one of the two remaining stockholders in the corporations "assigned" to them all of "his right, title and interest to and all of the monies now due or which may hereafter become due him" in this suit, "together with all of the rights of action accruing or which may hereafter accrue thereunder," and "empowered" the plaintiffs "in their own name and capacity, to do and perform all acts, matters and things touching the premises in like manner to all interests and purposes and, if necessary, to sue for the recovery of such damages as may be awarded" in the suit. The plaintiffs contend that they also had standing to sue on behalf of the corporations because, they argue, they...To continue reading
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Hale v. 4tdd.Com, Inc. (Ex parte 4tdd.om, Inc.), 1180262
...on behalf of the corporation." Pegram v. Hebding, 667 So. 2d 696, 702 (Ala. 1995) (citing McLaughlin v. Pannell Kerr Forster, 589 So. 2d 143 (Ala. 1991) ). "The derivative form of action permits an individual shareholder to bring ‘suit to enforce a corporate cause of action 306 So......
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Ex parte 4tdd.com, Inc., 1180262
...brought on behalf of the corporation." Pegram v. Hebding, 667 So. 2d 696, 702 (Ala. 1995)(citing McLaughlin v. Pannell Kerr Forster, 589 So. 2d 143 (Ala. 1991)). "The derivative form of action permits an individual shareholder to bring 'suit to enforce a corporate cause of action ......
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Altrust Fin. Servs., Inc. v. Hughes, 1091610
...these claims. “Boykin and Apon are alleging the same harm that was alleged and rejected in McLaughlin v. Pannel[l ] Kerr Forster, 589 So.2d 143 (Ala.1991), a case that affirmed a summary judgment on personal claims brought by corporate stockholders against an accounting firm that had worked......
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Boykin v. Arthur Andersen & Co.
...be granted; see Colonial Bank of Alabama v. Ridley & Schweigert, 551 So.2d 390 (Ala.1989), and McLaughlin v. Pannell Kerr Forster, 589 So.2d 143 Alabama law as to the professional liability of accountants was first set forth in Colonial Bank, supra, in which we adopted the standards set......
-
Hale v. 4tdd.Com, Inc. (Ex parte 4tdd.om, Inc.), 1180262
...on behalf of the corporation." Pegram v. Hebding, 667 So. 2d 696, 702 (Ala. 1995) (citing McLaughlin v. Pannell Kerr Forster, 589 So. 2d 143 (Ala. 1991) ). "The derivative form of action permits an individual shareholder to bring ‘suit to enforce a corporate cause of action 306 So......
-
Ex parte 4tdd.com, Inc., 1180262
...brought on behalf of the corporation." Pegram v. Hebding, 667 So. 2d 696, 702 (Ala. 1995)(citing McLaughlin v. Pannell Kerr Forster, 589 So. 2d 143 (Ala. 1991)). "The derivative form of action permits an individual shareholder to bring 'suit to enforce a corporate cause of action ......
-
Altrust Fin. Servs., Inc. v. Hughes, 1091610
...these claims. “Boykin and Apon are alleging the same harm that was alleged and rejected in McLaughlin v. Pannel[l ] Kerr Forster, 589 So.2d 143 (Ala.1991), a case that affirmed a summary judgment on personal claims brought by corporate stockholders against an accounting firm that had worked......
-
Boykin v. Arthur Andersen & Co.
...be granted; see Colonial Bank of Alabama v. Ridley & Schweigert, 551 So.2d 390 (Ala.1989), and McLaughlin v. Pannell Kerr Forster, 589 So.2d 143 Alabama law as to the professional liability of accountants was first set forth in Colonial Bank, supra, in which we adopted the standards set......