John A. Kiriakides and Louise Kiriakides, Respondents, v. Atlas Food Systems & Services, Inc., Marica Enterprises, Ltd., Marica, Inc., and Alex Kiriakides, Jr., Appellants., 338 S.C. 572

Summary

Defendant majority shareholder breached a fiduciary duty to plaintiff minority shareholders, his brother and sister, and the plaintiffs were entitled to recover damages for fraud. This was a textbook example of oppression in a close corporation and graphically illustrated the necessity for statutes such as S.C. Code Ann. § 33-14-300 (1990) protecting minority shareholders. The court found plaintiffs were entitled to have defendant corporation buy out their minority shares. Plaintiffs proved oppression, illegality, fraud, and unfair prejudice entitling them to a buyout. The court found defendants' "oppressive" conduct provided the frozen-out minority shareholders with a right of action even when the conduct did not rise to the level of illegality. Plaintiff's employment was terminated from the company, salary and benefits ceased, and he was deprived of participation in management. The court held plaintiffs were entitled to a judicial buyout of their minority shares and an accounting.