Jorgensen v. Water Works, Inc
In Jorgensen v. Water Works, Inc., 218 Wis. 2d 761, 582 N.W.2d 98 (Ct. App. 1998), the Court merely established that, under common law, a cause of action for breach of fiduciary duty existed. See Jorgensen, 218 Wis. 2d at 777.
It did not hold that a minority shareholder can never be removed as a shareholder unless there is a legitimate business purpose.
In Jorgensen, there were allegations that majority shareholders were "diverting corporate assets or using them for their own personal use and also breached their fiduciary duty by paying fees to themselves which are in fact dividends." 218 Wis. 2d at 767.
In Jorgensen, this court summarized this situation as one "'where some individual right of a stockholder is being impaired by the improper acts of a director,'" thus allowing for "'the stockholder to bring a direct suit on his own behalf because it is his individual right that is being violated.'" Jorgensen, 218 Wis. 2d at 778-79 .