Dunning v. Bush’s Empirical Analysis

Citation profile

2 federal appellate · 1 district ·

Most-quoted passages

The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 6 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “Fiduciary duties of directors and shareholders are governed by the state of incorporation, in this case Minnesota (Twin City is a Minnesota corporation). Potter v. Pohlad, 560 N.W.2d 389, 391 (Minn.Ct.App.1997). Minnesota law recognizes that shareholders of closely held corporations, such as one comparable to Twin City, owe fiduciary duties to each other. Gunderson v. Alliance of Computer Prof'ls, Inc., 628 N.W.2d 173, 185-86 (Minn.Ct.App.2001); Berreman v. West Publ’g Co., 615 N.W.2d 362, 367 (Minn.Ct.App.2000). Minnesota court have required that shareholders of a closely held corporation have a duty to deal “ ‘openly, honestly, and fairly with other shareholders.’ ” Berreman, 615 N.W.2d at 371 (quoting Pedro v. Pedro, 489 N.W.2d 798, 801 (Minn.Ct.App. 1992)). The fiduciary duties of a shareholder in a closely held corporation also include “the duty to disclose material information about the corporation.” Id.; Gunderson, 628 N.W.2d at 186 (“Likewise, close-corporation shareholders owe each other a duty of loyalty, which encompasses an obligation to act with complete candor in their negotiations with each other.”). This duty “does not extend to obvious matters.” Gunderson, 628 N.W.2d at 188 . Fiduciaries also may not usurp business opportunities for their own benefit. Triple Five of Minn., Inc. v. Simon, 404 F.3d 1088, 1096-97 (8th Cir.2005) (citing Miller v. Miller, 301 Minn. 207 , 222 N.W.2d 71, 78 (Minn.1974)). In addition, directors of a closely held corporation owe fiduc”

   1 later decision quote this exact passage · from the majority
   e.g. 637 F. Supp. 2d 625 - Dunning v. Bush

2. “1.4 Purchase of Aggregate Industries Shares. In the event, ... Buyers or a related or affiliated entity, purchase substantially all of the shares in Superi- or owned by Aggregate Industries or an affiliate of Aggregate Industries, the purchase price per share hereunder shall be recalculated in a manner similar to the method set forth in Section 1.3 hereunder....”

   1 later decision quote this exact passage · from the majority
   e.g. Peter Dunning v. Gregory Bush