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Jurisdiction in Family Law Matters Complete Family Law for MPT List
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Beacon Frame, Inc. has 1,000 shares outstanding. Olivia owns 80 shares. The board approved a three-year supply contract with a company owned by two directors. Olivia alleges that the contract price was far above market and caused Beacon Frame to lose $600,000. Olivia also alleges that Beacon Frame refused her written request to inspect board minutes about the contract, even though she stated she wanted to investigate possible director misconduct.
Olivia files one complaint seeking (1) a personal damages award to her for her proportionate share of the $600,000 loss and (2) a court order requiring Beacon Frame to allow inspection of the minutes.
Which of Olivia's claims are direct and which are derivative? If the supply-contract claim succeeds, who should receive the recovery? Discuss.