Donald Haynes was a shareholder and director of CRC Information Systems, Inc. (CRC), which was organized to provide information services via data-processing systems. Haynes brought this lawsuit to recover his equity in the corporation, part of his salary, vacation benefits, and business expenses. The defendants interposed an answer as well as four affirmative defenses and four counterclaims. We are asked to review only Special Term's dismissal of the first counterclaim and...
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