Charlestown Boot v. Dunsmore

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Plaintiff

Corporation (Charlestown Boot)

Defendant

Director of Corporation (Dunsmore)

Facts

Corporation chose Osgood to work with the defendant to close the affairs of the corporation. The defendant chose not to work with Osgood and because of this money was lost.

Discussion

The authority to run the business is given to the directors. Nothing states that they must listen to people who are appointed to work with them (unless specified by some bylaws, etc.) This is because section 141(a) provides original and undelagated powers to manage the corporation to the directors and therefore the shareholders do not have any of this power.