LAIRD v. CLEARFIELD & MAHONING RY. CO.


916 A.2d 1091 (2007)

Frank J. LAIRD, Trustee Under the Trust Agreement of February 24, 1988 and Vernon C. Keesey, Jr., Individually and on Behalf of a Class of the Minority Shareholders of the Clearfield & Mahoning Railroad Company, a Pennsylvania Corporation and Derivatively, on Behalf of the Clearfield & Mahoning Railroad Company, Appellants, v. The CLEARFIELD & MAHONING RAILWAY COMPANY, a Pennsylvania Corporation, Buffalo, Rochester & Pittsburgh Railway Company, a Pennsylvania Corporation, Buffalo & Pittsburgh Railroad, Inc., a Pennsylvania Corporation, CSX Transportation, Inc., a Virginia Corporation, R.J. Corman Railway Company/Pennsylvania Lines, Inc., a Pennsylvania Corporation, Richard J. Corman, and Consolidated Rail Corporation, and David R. Irvin, Appellees.

Supreme Court of Pennsylvania.

Decided February 21, 2007.


Attorney(s) appearing for the Case

Tom P. Monteverde, Esq., Philadelphia, for Frank J. Laird, et al.

Kim C. Kesner, Esq., Clearfield County Solicitor's Office, Clearfield, for Clearfield & Mahoning Railway Company.

Walter F. Wall, Esq., Meyer, Darragh, Buckler, Bebenek & Eck, P.L.L.C., Altoona, for David R. Irvin.

John Alexander Snyder, Esq., McQuaide, Blasko, Fleming & Faulkner, Inc., John W. Blasko, Esq., McQuaide, Blasko, Fleming & Faulkner, Inc., State College, for R.J. Corman Railway Co., et al.

BEFORE: CAPPY, C.J., and CASTILLE, SAYLOR, EAKIN, BAER and BALDWIN, JJ.


OPINION

Justice EAKIN.

Appellants, the minority shareholders of the Clearfield & Mahoning Railroad (C & M), filed a complaint against C & M and its successors (appellees) advancing derivative claims for breach of contract, breach of fiduciary duties, tortious interference with contractual relations, and conspiracy to defraud. Appellee Buffalo, Rochester, & Pittsburgh Railway Company (BR & P) created and incorporated C & M in...

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