Essay Flashcards

After a business relationship breaks down, owners, managers, and outsiders dispute who is bound and who must pay. A shareholder sued after directors approved a self-interested asset sale. The requested relief would protect one party from a legal wrong but would impose a substantial burden on a party who claims notice, lack of fault, or a limiting rule.
One side seeks to bind the business or its owners; the other argues that the requested liability or remedy exceeds what the governing documents, statutes, or party conduct allow.
How should the court resolve the dispute? Discuss the strongest arguments for each side, state the controlling rule, apply it to the material facts, and explain the likely remedy or consequence.