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Click here for the full text of this decision FACTS:G.E.M. Transportation was a trucking company started by Ralph Griffith. By prior agreement, when Ralph Griffith recouped his initial investment, the company was incorporated in Texas as G.E.M. Transportation Inc. (“G.E.M.”) and twenty-five percent of the corporation’s stock was transferred to Jim Redmon, who became operations manager, vice president, and director of G.E.M. Ralph Griffith was president and director of G.E.M. and retained seventy-five percent of the stock in the corporation. Ralph Griffith’s wife, Valta, was secretary, treasurer, and director of G.E.M. Jim Redmon’s wife, Kathy, also participated in running the business affairs of G.E.M. In 1999, disputes arose between the Redmons and the Griffiths, and on or about August 11, 1999, Ralph Griffith terminated Jim Redmon’s positions with G.E.M. Less than a month later, Kathy Redmon’s position at G.E.M. was likewise terminated. On March 17, 2000, the Redmons, both individually and derivatively on behalf of G.E.M., filed the instant lawsuit against G.E.M. and the Griffiths in various capacities. By their lawsuit, the Redmons sought an accounting and inspection of G.E.M.’s corporate books and records. The Redmons further alleged that the Griffiths, as officers and directors of G.E.M., committed fraud and breached fiduciary duties owed to the Redmons by diverting corporate opportunities, funds, and revenues and by making illegal disbursements of corporate assets for their own personal use and benefit. Moreover, the Redmons sought damages for breach of contract and made a claim for shareholder oppression. Following Ralph Griffith’s death, Valta Griffith put G.E.M. into Chapter 11 bankruptcy on Feb. 9, 2001. The bankruptcy proceeding was converted to a Chapter 7 proceeding on Feb. 13, 2001. Following a suggestion of bankruptcy filed in the trial court on Nov. 7, 2001, all proceedings against G.E.M. at the state level were stayed. On May 29, 2003, the Redmons, by their second amended petition, abandoned any claims made by them on behalf of G.E.M. derivatively and removed G.E.M. as a defendant in the suit. On Dec. 15, 2003, Griffith filed both a traditional and a no evidence motion for summary judgment. The Redmons responded. Griffith subsequently moved for summary judgment on her counterclaim for conversion. On Feb. 18, 2004, the trial court signed a final judgment ordering that the parties take nothing on their respective claims against one another, and this appeal followed. HOLDING:The court reverses the trial court’s judgment in part and remands the portions concerning 1. shareholder oppression, 2. breach of fiduciary duty by way of shareholder oppression, 3. breach of contract within the confines of the Redmons’ shareholder oppression claim, 4. constructive fraud to the extent the claim has not been rendered moot, and 5. fraudulent transfer of the Griffiths’ individual assets to the R.E. and Valta Griffith Living Revocable Trust for further proceedings consistent with this opinion. The court affirms the remainder of the trial court’s judgment. The Redmons pleaded that they were minority shareholders in G.E.M. with the Griffiths owning a 75 percent share of the corporate shares. The Redmons alleged that certain conduct on the Griffiths’ part amounts to shareholder oppression: the Redmons allege that the Griffiths have engaged in wrongful conduct; have not dealt in the company’s affairs fairly to the prejudice of the Griffiths; and have not observed the standards of fair dealing on which each shareholder is entitled to rely; the Redmons also allege that the Griffiths maliciously suppressed the payment of dividends owed to them and made improper personal loans to themselves from G.E.M. in addition to paying personal expenses from corporate funds without the approval of the board of directors; and, finally, the Redmons allege that the Griffiths employed squeeze out techniques such as diverting corporate opportunities, excessive payment of dividends to themselves, and attempts to deprive the Redmons of the fair value of their shares and of the benefits thereof. The court holds that the trial court’s grant of summary judgment on the ground that the Redmons lacked standing to proceed on their claim for shareholder oppression was improper. The court concludes that the Redmons presented sufficient evidence to overcome the Griffiths’ motion for summary judgment concerning their claim of shareholder oppression. Evidence concerning the use of corporate funds to pay personal expenses combined with evidence that Jim Redmon was denied access to information concerning the financial condition of the corporation sufficiently creates a material fact issue concerning whether there was a lack of probity and fair dealing in the company’s affairs to the prejudice of the Redmons or otherwise, a visible departure from the standards of fair dealing, and a violation of fair play on which minority shareholders like the Redmons were entitled to rely. The court holds that the trial court incorrectly granted summary judgment on the Redmons claim for shareholder oppression. The Redmons’ pleadings allege that a majority-minority shareholder relationship existed between the Redmons and the Griffiths. They further make reference to G.E.M. as a “closely-held corporation” in paragraph V., section P of their pleadings. The Redmons further allege facts indicating a great deal of control over the business exercised by Ralph Griffith. Such allegations combined with allegations in the Redmons’ pleadings that the Griffiths engaged in wrongful conduct and a lack of fair dealing with regard to the company’s affairs to the prejudice of the Redmons sufficiently alleges a breach of fiduciary duty by way of oppressive conduct. To the extent that the Redmons have standing to raise breach of fiduciary duty, the court further holds that they have standing to proceed on a claim of constructive fraud. Where a corporation enters into a contract, the officer’s signature on the contract, with or without a designation as to his representative capacity, does not render him personally liable under the contract. Thus, to the extent that the Redmons seek recovery from the Griffiths apart from their shareholder oppression claim for a contract they allege they had with G.E.M., the court holds they have not pleaded sufficient facts to establish standing to maintain such an action. The court concludes that the Redmons have properly pleaded facts which would entitle them to standing on a claim of fraudulent transfer. They have specifically limited their claim to assets belonging to the Redmons individually that were allegedly transferred to the R.E. and Valta Griffith Living Revocable Trust, which is also a defendant in this matter. OPINION:Diane Devasto, J.; Worthen, C.J., Griffith and DeVasto, JJ.

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