Smith v. Buoy
This litigation arises from the failure of a start up company, Demeter Energy Corporation (Demeter), and a falling out between the members of its board of directors. Demeter commenced litigation against appellant Scott Smith, one of the three directors, and other entities not involved with this appeal. Smith and a related entity, Mix Sonoma, filed a first amended cross-complaint against the other two directors, respondents Scott Buoy and Wendell Brown, and Demeter, which is also not a party to this appeal. Buoy and Brown successfully demurred to the first amended cross-complaint. Brown successfully demurred to a single cause of action in Smith’s second amended cross-complaint. The trial court denied leave to amend and entered judgments of dismissal for Buoy and Brown. Smith and Mix Sonoma claim they have successfully pleaded causes of action for breach of fiduciary duty and violation of Corporations Code section 25401. We agree and reverse.
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