Murray Sav. Ass'n v. Zauber, B-9171
Decision Date | 02 July 1980 |
Docket Number | No. B-9171,B-9171 |
Citation | 601 S.W.2d 940 |
Parties | MURRAY SAVINGS ASSOCIATION et al., Petitioners, v. Ray ZAUBER et al., Respondents. |
Court | Texas Supreme Court |
Gardere, Wynne & Jaffe, Curtis L. Frisbie, Jr., Kelsoe & Ayres, G. H. Kelsoe, Jr., Dallas, for petitioners.
Don C. Alexander and Dean Carlton, Dallas, for respondents.
The application for writ of error is refused, no reversible error. In this derivative action the court of civil appeals reversed and remanded the judgment of the trial court which, upon granting the motion for summary judgment of the corporation, dismissed the suit without prejudice to refiling as an individual as opposed to a derivative action. 591 S.W.2d 932. The summary judgment proof of petitioner Murray Savings Association does not establish as a matter of law that the decision of its board of directors, taken after the suit was filed, to seek to have the case dismissed, constituted the exercise, in good faith and free from improper influence, of the sound business judgment of the board. Accordingly, we do not reach the question of whether such action so taken by the board, if established at trial, would bar the maintenance of this derivative suit even though respondent were to establish good cause for failing, prior to his filing the suit, to make efforts to have the corporation institute the action.
To continue reading
Request your trial-
Lewis v. Knutson
...638 F.2d 628 (3d Cir.1981); Zauber v. Murray Savings Ass'n, 591 S.W.2d 932 (Tex.Civ.App.--Dallas 1979), writ ref'd per curiam, 601 S.W.2d 940 (Tex.1980) (applying the concept under Texas law). Contran's reverse stock split gave shareholders the opportunity to remain shareholders by rounding......
-
Sneed v. Webre
...writ ref'd n.r.e.) (citing Zauber v. Murray Sav. Ass'n, 591 S.W.2d 932, 936 (Tex.Civ.App.–Dallas 1979), writ ref'd n.r.e., 601 S.W.2d 940 (Tex.1980) (per curiam)) (“Before a shareholder can bring a derivative suit in the right of a corporation, he must show that something beyond unsound bus......
-
Resolution Trust Corp. v. Norris
...1986, writ ref'd n.r.e.); Zauber v. Murray Savings Ass'n, 591 S.W.2d 932, 936 (Tex. Civ.App. — Dallas 1979), writ ref'd n.r.e., 601 S.W.2d 940 (Tex.1980). Quilliam v. Hebbronville Utilities, Inc., 241 S.W.2d 225, 228 (Tex.Civ.App. — San Antonio 1951, writ ref'd The genesis of the business j......
-
Christian v ICG Telecom Canada
...writ ref'd n.r.e.) with Zauber v. Murray Sav. Ass'n, 591 S.W.2d 932, 935-36 (Tex. Civ. App.-Dallas 1979), writ ref'd n.r.e., 601 S.W.2d 940 (Tex. 1980) (per curiam); see also PATRICK LANIER, DENNIS B. HELMER, 3 TEXAS CORPORATIONS: LAW AND PRACTICE, Shareholders' Derivative Actions, 122.01[3......
-
Derivative Lawsuits by Private Company Minority Owners: Procedures for Protecting the Company from Insider Misconduct
...continue with the lawsuit. Id. (quoting Zauber v. Murray Sav. Ass’n, 591 S.W.2d 932, 937 (Tex. Civ. App.—Dallas 1979), writ ref’d n.r.e., 601 S.W.2d 940 (Tex. 1980) (per curiam)). The key to the exception is that the shareholder must not voluntarily give up the ownership interest, and the c......