Ingle v. Glamore Motor Sales

In Ingle v. Glamore Motor Sales, 73 N.Y.2d 183, 186, 535 N.E.2d 1311, 538 N.Y.S.2d 771 [1989], the employee-minority shareholder plaintiff argued that the duty owed to him by the other shareholders in the close corporation should be similar to that of the duty owed between partners. (Id. at 187). However, the Court concluded that the employment relationship was at-will and, as such, there was "no implied obligation of good faith and fair dealing". between the minority shareholder-employee and the corporate officers when it came to the employee's termination. (Id. at 188). The Court further concluded that "no duty of loyalty and good faith akin to that between partners, precluding termination except for cause, arises among those operating a business in the corporate form who 'have only the rights, duties and obligations of stockholders' and not those of partners." (Id. at 189 citing Weisman v. Awnair Corp., 3 N.Y.2d 444, 449-450, 144 N.E.2d 415, 165 N.Y.S.2d 745). As such, the Court in Ingle specifically limited its discussion to the duties owed to employee-stockholders, not partners according to plaintiff's allegations.