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Simmons v. Miller

Minority shareholder in closely held corporation may not assert individual (as opposed to derivative) claims on behalf of corporation against officer for breach of fiduciary duty.

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The full case caption appears at the end of this opinion.

In this appeal, we consider whether Virginia law permits a minority shareholder in a closely held corporation to assert individual claims, distinct from derivative claims, on behalf of a corporation against a corporate officer or director for breach of fiduciary duty. We also consider the trial court’s ruling that there was insufficient evidence to sustain a claim of statutory conspiracy pursuant to Code 18.2-499 and -500 and its ruling that there was insufficient evidence of proximate causation between the harm to the corporation and certain alleged legal malpractice of corporate counsel. Additionally, we consider cross-error assigned to the trial court’s refusal to set aside the jury’s verdict on a derivative claim for breach of fiduciary duty and conversion. Finally, we examine the trial court’s refusal to strike the jury’s verdict concerning a breach of an employment agreement on the ground that the restrictive covenant in the agreement was unnecessary to protect the employer, unduly restrictive of the employee’s rights, and contrary to public policy.

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