Reference no: EM131470512

Question: Duties of Majority Shareholders. Steve and Marie Venturini were involved in the operation of Steve's Sizzling Steakhouse in Carlstadt, New Jersey, from the day their parents opened it in the 1930s. By the 1980s, Steve, Marie, and Marie's husband, Joe, were running it. The business was incorporated, with Steve and Marie each owning half of the stock. Steve died in 2001, leaving his stock in equal shares to his sons, Steve and Gregg. Steve Junior had never worked there; Gregg performed occasional maintenance work until his father's death. Despite their lack of participation, the sons were each paid more than $750 a week.

In 2002, Marie's son, Blaise, who had obtained a college degree in restaurant management while working parttime at the steakhouse, took over its management. When his cousins became threatening, he denied them access to the business and its books. Marie refused Gregg and Steve's offer of about $1.4 million for her stock in the restaurant, and they refused her offer of about $800,000 for theirs. They filed a suit in a New Jersey state court against her, claiming in part a breach of fiduciary duty. Should the court order the aunt to buy out the nephews or the nephews to buy out the aunt, or neither? Why? [Venturini v. Steve's Steakhouse, Inc., ___ N.J.Super. ___, ___ A.2d ___ (Ch.Div. 2006)]