ALBERS v. EDELSON TECH. PARTNERS L.P.

No. 1 CA-CV 00-0406.

31 P.3d 821 (2001)

201 Ariz. 47

Walter F. ALBERS, an Arizona citizen on behalf of himself and all other similarly situated, or in the alternative, derivatively on behalf of Albers Air Conditioning Corporation, an Arizona corporation; Albers Technologies Corporation, an Arizona corporation; Mary Grace Warner-Dunlop, M.D., an Arizona citizen; Anne Dorothy Dunlop, a Michigan citizen; David Clearence and Tamlin Allbritten Dunlop, both Arizona citizens; Dorothy Cummins Dunlop, a Michigan citizen; Kevin G. Gee, an Arizona citizen; Dr. and Mrs. Joseph Jacob, both Michigan citizens; F. McBraida Executive Pension Scheme, a citizen of the United Kingdom; Michael Peter and Mrs. Kathleen Madeline McBraida, both citizens of the United Kingdom; Andrew Mongar, a citizen of the United Kingdom; Patricia A. Pitts, an Arizona citizen; Margaret Cummins Warner, a Michigan citizen; All Plaintiffs, on behalf of themselves and All Other Similarly Situated, Plaintiffs-Appellants, v. EDELSON TECHNOLOGY PARTNERS L.P., a Delaware Limited Partnership including General Partner; John E. Fox, a New Jersey citizen; BG, PLC, a British corporation; and Richard Rudman, a citizen of the United Kingdom, Defendants-Appellees.

Court of Appeals of Arizona, Division 1, Department C.

September 4, 2001.


Attorney(s) appearing for the Case

Frederick C. Berry, Jr., P.C., by Frederick C. Berry, Jr., Phoenix, AZ, and Shughart Thomson & Kilroy, P.C., by P. John Brady and James C. Sullivan, and Richard M. Paul, III, Kansas City, MO, Attorneys for Plaintiffs-Appellants.

Snell & Wilmer, L.L.P., by Joel P. Hoxie and Patricia Lee Refo and Andrew F. Halaby, Phoenix, AZ, Attorneys for Defendants-Appellees.


OPINION

BERCH, Judge.

¶ 1 The trial court dismissed Appellants' five-count complaint on the grounds that they did not follow the applicable procedures for filing a derivative action and did not state claims for individual relief. We affirm the dismissal of count four, but reverse as to all or parts of the remaining counts.

BACKGROUND

¶ 2 Appellant Albers Air Conditioning Corporation ("AACC") is an Arizona corporation that specializes...

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