Phillip B. Ingle v. Glamore Motor Sales, Inc., (Action No. 1.) Phillip B. Ingle v. James H. Glamore, (Action No. 2.)

Summary

The New York Court of Appeals affirmed the Appellate Division, holding that a minority shareholder‑employee of a close corporation who agreed to a buy‑back provision upon termination has no protection from at‑will discharge and that no fiduciary duty or implied covenant of good faith bars such termination. The court rejected the plaintiff’s breach of fiduciary duty and tortious interference claims. Justice Hancock, Jr. dissented, arguing that the majority misapplied the at‑will rule and ignored the special protections owed to minority shareholders.