Can Minority Owners of Close Corporation Sue Majority Owner’s Lawyers for Malpractice?
Julie Behrens LeRoy et al. v. Allen Yurasek & Merklin et al., Case nos. 2005-1593 and 2005-1926 3rd District Court of Appeals (Union County) ISSUE: When the shares of a closely held corporation are owned by members of a family, and a change in the majority owner’s will affects the minority owners’ future control of the company, do minority owners have legal standing to sue the majority owner’s attorneys for malpractice based on alleged bad faith and collusion with another minority owner in executing the will change? BACKGROUND: This case arises from a dispute among members of a Union County family who were also collectively the sole shareholders in a closely held corporation, Marysville Newspapers Inc. Julie LeRoy, Mary Miller and Dan Behrens were the three surviving children of Mary Behrens, who died in May 2002. Prior to November 2001, Mary Behrens, who was receiving medical care for multiple physical ailments and dementia, was the owner of 63 shares of the company. Dan Behrens and J
