EUGENE D. GAGLIARDI, JR., Plaintiff, v. TRIFOODS INTERNATIONAL, INC., et al., Nominal Defendant, G.J. HART, FRANK A. ADAMS, GROTECH CAPITAL GROUP, INC., GROTECH PARTNERS, II, L.P., GROTECH PARTNERS III, L.P., GROTECH PARTNERS, IIID, L.P., GROTECH PARTNERS IIIC, L.P., DON J. CASTURO, POINT VENTURE ASSOCIATES, L.P., POINT VENTURE PARTNERS PENNSYLVANIA, L.P., and BRIAN FLEMING, Defendants., 683 A.2d 1049

Summary

The corporation filed a motion to dismiss the suit brought by the stockholder, which sought to recover corporate losses allegedly caused by mismanagement that was unaffected by directly conflicting financial interests. The court held that the stockholder had shown: (1) no fraudulent manipulation of the corporate process that fixed executive compensation; (2) some indication that interference with an at-will contract may have occurred; (3) a potential cause of action by those who suffered losses by advancing funds to the corporation on the basis of knowingly false projections, but not the stockholder; (4) no effort to intentionally frustrate his attempt to sell his stock but this claim could be particularized within 30 days; (5) no claim regarding negligent mismanagement; (6) no conflict of interest or improper motivation; (7) insufficient pleadings to justify a derivative suit for diversion of corporate opportunity or for refusal to sell assets; and (8) no compliance with Rule 23.1 ...