KOLLMAN v. CELL TECH INTERN., INC.

0203774CV; A126612.

279 P.3d 324 (2012)

250 Or. App. 163

Daryl KOLLMAN, on his own behalf, Plaintiff-Respondent, and Special Litigation Committee, on behalf of the shareholders of Cell Tech International, Inc., a Delaware corporation, Plaintiff-Respondent, v. CELL TECH INTERNATIONAL, INC., A Corporation of Delaware, a Delaware corporation; Donald P. Hateley, individually and as director of Cell Tech International Incorporated, a corporation of Delaware; Deann Hampton; Hateley & Hampton, LLC, a California professional corporation; John Does 1-10; Stoel Rives, LLP, an Oregon limited liability partnership; Gersham Goldstein; Eileen Drake; John Neubauer; and Justin Straus, Defendants, and Marta Carpenter, fka Marta Kollman, individually and as officer and director of Cell Tech International Incorporated, a corporation of Delaware, Defendant-Appellant. Daryl Kollman, on his own behalf, Plaintiff-Respondent Cross-Appellant, Cross-Respondent, and Special Litigation Committee, on behalf of the shareholders of Cell Tech International, Inc., a Delaware corporation, Plaintiff-Cross-Respondent, Cross-Appellant, v. Cell Tech International, Inc., A Corporation of Delaware, a Delaware corporation, Defendant-Appellant Cross-Respondent, and Deann Hampton; Hateley & Hampton, LLC, a California professional corporation; John Does 1-10; Stoel Rives, LLP, an Oregon limited liability partnership; Gersham Goldstein; Eileen Drake; John Neubauer and Justin Straus, Defendants, and Donald P. Hateley, individually and as director of Cell Tech International Incorporated, a corporation of Delaware, Defendant-Respondent, and Marta Carpenter, fka Marta Kollman, individually and as officer and director of Cell Tech International Incorporated, a corporation of Delaware, Defendant-Respondent Cross-Respondent.

Court of Appeals of Oregon.

Decided May 31, 2012.


Attorney(s) appearing for the Case

Jeffrey M. Batchelor , Portland, argued the cause for appellant-respondent/cross-respondent Marta Carpenter. With him on the brief was David W. Melville and Markowitz, Herbold , Glade & Mehlhaf, P.C.

Keith A. Pitt argued the cause for appellant-cross-respondent Cell Tech and cross-respondent/cross-appellant Special Litigation Committee. With him on the brief was Starla J. Goff and Smith Freed & Eberhard, PC.

George W. Kelly , Eugene, argued the cause and filed the briefs for respondent/cross-appellant Daryl J. Kollman.

No appearance for respondent Donald P. Hateley.

Before SCHUMAN, Presiding Judge, and WOLLHEIM, Judge, and BREWER, Judge.


BREWER, J.

Plaintiff Kollman, a shareholder of Cell Tech International, Inc., (Cell Tech) initiated this action against his former wife, Carpenter, the chief executive officer and president of Cell Tech, and Carpenter's lawyer, Hateley, the chair of Cell Tech's board of directors, alleging, as pertinent here, that they breached their fiduciary duties to him. As explained in more detail below, Kollman alleged both direct and derivative claims against Carpenter and...

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