SCHMIDT v. MAGNETIC HEAD


97 A.D.2d 151 (1983)

Herbert J. Schmidt, Jr., et al., Appellants-Respondents, v. Magnetic Head Corporation et al., Respondents-Appellants, et al., Defendants

Appellate Division of the Supreme Court of the State of New York, Second Department.

November 14, 1983


Attorney(s) appearing for the Case

Berg & Duffy (James P. Duffy, III, William Cornachio and Donald F. Leistman of counsel), for appellants-respondents.

Farrell, Fritz, Caemmerer, Cleary, Barnosky & Armentano, P. C. (Samuel S. Tripp, John P. Cleary and William V. Alesi of counsel), for respondents-appellants.

Lovejoy, Wasson, Lundgren & Ashton, P. C. (Morton Apfeldorf and Martin S. Kaufman of counsel), amicus curiae.

DAMIANI, J. P., and MANGANO, J., concur with TITONE, J.; LAZER, J., concurs in the result, with an opinion; GIBBONS, J., concurs in part, and dissents in part, with an opinion.


TITONE, J.

These appeals involve the interpretation and construction of a corporate shareholders' agreement. Our primary concern is with the question of whether plaintiffs are entitled to designate a successor director in the place of their prior designee who has resigned. We are also called upon to determine whether the defendant directors are entitled to indemnification for legal expenses incurred in defending...

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