FORMAT FOR CASE BRIEFING 1. NAME OF CASE Put the name of the case at the top of the page so that you will be able to identify the correct brief. 2. FACTS Include a brief statement of the facts of the case. This should include only the important facts. Ask yourself if a particular fact helped to determine the judge's decision. If the answer is yes, include that fact in your brief. Otherwise, omit it in order to keep the length of your brief reasonable. 3. ACTION You should explain what type of lawsuit is involved in the case. Who are the parties to the lawsuit? What type of suit did the plaintiff bring? 4. ISSUE OR QUESTION OF LAW This is a statement of the basic legal question that must be answered so that the court can determine which party should win the lawsuit. Sometimes the judge will state the issue in the opinion. In such a case the brief can quote the formulation of the issue directly from the opinion. In most cases you will need to write your own statement of the issue. The issue should be expressed in the form of a yes or no question. (The textbook we are using this semester states the issue of law for you in each case. You may copy the issue into your brief.) 5. RULE OF LAW This is the legal principal which provides the answer to the question or issue of law. Sometimes the opinion will specifically state the rule; in other cases it will be necessary for you to find a statement of the rule in the discussion in the textbook. 6. REASONING This statement should explain how the court reached its conclusion. The goal is to understand the case by explaining the reasoning through which the court reached its conclusion. You should briefly explain the arguments that the court made to support its decision. 7. CONCLUSION Who won the lawsuit? You should indicate what the court's "bottom-line" decision was. -------------------------------------------------------------------------------------------- Here is a case opinion. A sample brief of this case appears following the opinion. NIX v. HEDDEN, 149 U.S. 304 (1893) Supreme Court of the United States Congress had imposed a duty of 10% on all imports of vegetables; no duty was imposed on imports of fruits. The Collector of Customs required the Plaintiff to pay 10% duty on tomatoes imported from the Caribbean. The Plaintiff sued for a refund of the amount he had paid. The trial court upheld the decision of the Collector and denied the Plaintiff’s request for a refund. Mr. Justice GRAY delivered the opinion of the court. The single question in this case is whether tomatoes are to be classed as 'vegetables' or as 'fruit,' within the meaning of the tariff act of 1883. There being no evidence that the words 'fruit' and 'vegetables' have acquired any special meaning in trade or commerce, they must receive their ordinary meaning. Botanically speaking, tomatoes are the fruit of a vine, just as are cucumbers, squashes, beans, and peas. But in the common lang.

1. FORMAT FOR CASE BRIEFING
1.
NAME OF CASE
Put the name of the case at the top of the page so that you will
be able to identify the correct brief.
2.
FACTS
Include a brief statement of the facts of the case. This should
include only the important facts. Ask yourself if a particular
fact helped to determine the judge's decision. If the answer is
yes, include that fact in your brief. Otherwise, omit it in order
to keep the length of your brief reasonable.
3.
ACTION
You should explain what type of lawsuit is involved in the case.
Who are the parties to the lawsuit? What type of suit did the
plaintiff bring?
4. ISSUE OR QUESTION OF LAW
This is a statement of the basic legal question that must be
answered so that the court can determine which party should
win the lawsuit. Sometimes the judge will state the issue in the
opinion. In such a case the brief can quote the formulation of
the issue directly from the opinion. In most cases you will need
to write your own statement of the issue. The issue should be
expressed in the form of a yes or no question. (The textbook we
are using this semester states the issue of law for you in each
case. You may copy the issue into your brief.)
5.
RULE OF LAW

2. This is the legal principal which provides the answer to the
question or issue of law. Sometimes the opinion will
specifically state the rule; in other cases it will be necessary for
you to find a statement of the rule in the discussion in the
textbook.
6.
REASONING
This statement should explain how the court reached its
conclusion. The goal is to understand the case by explaining
the reasoning through which the court reached its conclusion.
You should briefly explain the arguments that the court made to
support its decision.
7. CONCLUSION
Who won the lawsuit? You should indicate what the court's
"bottom-line" decision was.
---------------------------------------------------------------------------
-----------------
Here is a case opinion. A sample brief of this case appears
following the opinion.
NIX v. HEDDEN, 149 U.S. 304 (1893)
Supreme Court of the United States
Congress had imposed a duty of 10% on all imports of
vegetables; no duty was imposed on imports of fruits. The
Collector of Customs required the Plaintiff to pay 10% duty on
tomatoes imported from the Caribbean. The Plaintiff sued for a
refund of the amount he had paid. The trial court upheld the
decision of the Collector and denied the Plaintiff’s request for a
refund.
Mr. Justice GRAY delivered the opinion of the court.

3. The single question in this case is whether tomatoes are to be
classed as 'vegetables' or as 'fruit,' within the meaning of the
tariff act of 1883.
There being no evidence that the words 'fruit' and 'vegetables'
have acquired any special meaning in trade or commerce, they
must receive their ordinary meaning. Botanically speaking,
tomatoes are the fruit of a vine, just as are cucumbers, squashes,
beans, and peas. But in the common language of the people,
whether sellers or consumers of provisions, all these are
vegetables which are grown in kitchen gardens, and which,
whether eaten cooked or raw, are, like potatoes, carrots,
parsnips, turnips, beets, cauliflower, cabbage, celery, and
lettuce, usually served at dinner in, with, or after the soup, fish,
or meats which constitute the principal part of the repast, and
not, like fruits generally, as dessert.
The attempt to class tomatoes as fruit is not unlike a recent
attempt to class beans as seeds, of which Mr. Justice Bradley,
speaking for this court, said: “We do not see why they should be
classified as seeds, any more than walnuts should be so
classified. Both are seeds, in the language of botany or natural
history, but not in commerce nor in common parlance. On the
other hand in speaking generally of provisions, beans may well
be included under the term 'vegetables.' As an article of food on
our tables, whether baked or boiled, or forming the basis of
soup, they are used as a vegetable, as well when ripe as when
green. This is the principal use to which they are put.”
Robertson v. Salomon, 9 S. Sup. Ct. Rep. 559.
Judgment affirmed.
SAMPLE BRIEF
NAME OF CASE: Nix v. Heddon
FACTS: Congress imposed a duty of 10% on imported

4. “vegetables”; no tariff was imposed on imports of “fruits”. The
collector of customs required plaintiff to pay the 10% duty on
imported tomatoes.
ACTION: Plaintiff sued the collector of customs to obtain a
refund of the amount paid in duty on the imported tomatoes.
ISSUE OR QUESTION OF LAW: Are tomatoes a fruit?
RULE OF LAW: Tomatoes are not a fruit; they are a vegetable.
REASONING: Biologically, tomatoes are fruits. However in
the ordinary language of people they are vegetables. When
interpreting laws such as the tariff enacted by Congress, words
are understood to have their ordinary meaning. Therefore
tomatoes are legally vegetables rather than fruits.
CONCLUSION: The decision of the trial court was upheld; the
plaintiff was not allowed to obtain a refund of the duty that had
been paid when the tomatoes were imported.
3
FIDUCIARY DUTIES OF SHAREHOLDERS
Under most circumstances shareholders are not fiduciaries –
they do not owe any fiduciary duties to the corporation. For
example, no duties are violated if a shareholder of General
Motors purchases shares in one of that corporation’s
competitors such as Ford.
However under some special circumstances shareholders do owe
fiduciary duties. Several of these circumstances involve
fiduciary duties that are imposed only on controlling
shareholders. A controlling shareholder is a shareholder who
has the power to determine the policies of the corporation in the
ordinary course of the corporation’s business.

5. Persons who own a majority of the shares are of course
controlling shareholders. (A person who owns a majority of the
shares can always determine the election of a majority of the
directors and therefore such a shareholder can determine the
policies of the corporation.)
Under some circumstances a shareholder who owns less than a
majority of the shares may still be a controlling shareholder.
EXAMPLE: Martin owned 40% of the shares of Bozo
Corporation. The remainder of the shares were held by 5000
other shareholders, none of whom owned more than ½ of 1% of
the shares. Unless the other shareholders have organized
themselves as a bloc to outvote Martin, Martin’s 40% of the
shares will allow him to elect a majority of the directors;
therefore Martin would be a controlling shareholder.
Listed below are the situations under which shareholders are
subject to fiduciary duties to the corporation or to the other
shareholders.
1. Duty of controlling shareholders not to sell control of the
corporation to a looter.
Controlling shareholders have a duty not to sell their
controlling interest in the corporation to a looter. A looter is a
person that the controlling person knows or has reason to know
is likely to loot the corporation. A corporation is looted if its
assets are stolen by fraud, embezzlement or any other illegal
method.
EXAMPLE: Wilson founded Super Corporation; the business
was very successful. Wilson owned 60% of the shares. The
remaining 40% had been given by Wilson to Alpha, Beta,
Gamma and Delta, who were valuable employees of Super Corp.
Wilson decided to retire from business. For this reason Wilson

6. sold his 60% of the shares to Harding. Harding had once been
convicted of embezzlement; he had also been successfully sued
in three civil suits for fraud. All of these cases involved
corporations for which Harding had once worked. Information
about these suits was publicly available; however Wilson made
no effort to check on prior lawsuits. Harding was a very good
friend of Wilson’s and Wilson did not believe that he needed to
check on Harding’s background. Harding paid a fair price for
the shares. During the next three years, Harding used his
control of Super Corp. to divert its assets. Harding then
disappeared and Super Corp declared bankruptcy. The minority
shareholders sued Wilson for breach of fiduciary duty. If
Wilson had done a background check on Harding, he would
have learned from the court records that there was a good
chance that Harding might loot the corporation. Therefore
Wilson should have known that Harding might loot the
corporation. Wilson has breached his fiduciary duty; the suit
brought by the minority shareholders would be successful.
2. Duty of controlling shareholders to act fairly towards the
corporation and towards the other shareholders in connection
with any transaction to which control of the corporation is
relevant.
EXAMPLE: Santa Ana Savings and Loan Association had 1000
outstanding shares. Roto owned 520 of these shares; the
remainder were held by other owners. Santa Ana was very
profitable; but because of the small number of shares
outstanding there was no regular market in Santa Ana shares.
Roto then established a new corporation, Fullerton Holding
Corporation. It was authorized by its articles to issue 1 million
shares. Roto obtained all of the Fullerton shares; as
consideration he transferred his 520 shares of Santa Ana to
Fullerton Holding Corp. Roto, working through local brokerage

7. houses, then sold 499,000 of his Fullerton Holdings shares to
other investors. A regular market in Fullerton Holdings shares
then developed. Since there was no market for Santa Ana
savings shares, the minority shareholders of that corporation
could not easily sell their interest in that corporation. They
were unable to participate in the share market created by the
establishment of Fullerton Holdings.
The minority Santa Ana shareholders sued Roto, seeking
compensation for having been “frozen out” of the market for
shares. Of course Roto had not sold control of the corporation;
through his control of Fullerton Holdings, which owned a
majority of the shares of Santa Ana Savings, Roto still had the
power to control Santa Ana. But controlling shareholders have
a fiduciary duty to act fairly towards both the corporation and
the minority shareholders in connection with any transaction to
which control of the corporation is relevant.
Control of Santa Ana Savings was clearly relevant to Roto’s
transactions here. By failing to grant equal treatment to the
minority shareholders of Santa Ana Roto breached this fiduciary
duty. He could be ordered either to buy the shares of the
minority shareholders in Santa Ana at a value determined by an
independent appraiser or to permit those minority shareholders
to exchange their Santa Ana shares for new Fullerton shares (at
the same ratio for which Roto had exchanged his shares).
3. Fiduciary Duties of shareholders in closely held
corporations.
A closely held corporation is one for which there is no regular
market for the shares – the shares are not regularly traded.
Shareholders in closely held corporations are subject to the
same fiduciary duties as are partners. This means that they are
subject to the full set of fiduciary duties: loyalty, care and
skill, obedience and the duty to account. The duties are owed

8. both to the corporation and to the other shareholders. (These
duties are imposed because in closely held corporations the
shareholders often participate directly in management in ways
similar to partnership management.)
EXAMPLE: Xitro Corp. had 2 shareholders: Loraine and Mike.
Loraine owned 51% of the shares; Mike owned 49%. Mike was
the corporation’s secretary-treasurer; he received a salary of
$100,000 per year, which was his only source of income.
Loraine decided to force Mike out of the management of the
corporation. She and the other directors whom she had elected
voted to fire him from his position as secretary. Loraine, who
was already Xitro’s president, was also appointed to be
secretary-treasurer. By “freezing out” Mike from the
corporation, Loraine has violated her fiduciary duties to other
shareholders.
Normally this duty protects minority shareholders from
oppressive conduct by controlling shareholders. However
minority shareholders in closely held corporations are also
subject to these fiduciary duties.
EXAMPLE: Selwyn owned 50% of the shares of Rexford Rand
Corporation; his sons Gregory and Albert each owned 25% of
the shares. The name “Rexford Rand” was used on the
corporation’s products and in its advertising. Selwyn and
Albert decided to remove Gregory from his position as Vice-
President and Treasurer of the corporation. (Gregory’s salary
from this position was his only source of income.) One year
later, Rexford Rand failed to file its annual report with the state
of Illinois; as a result the corporation was dissolved by the
state. Gregory learned about the dissolution. Since the name
“Rexford Rand” was once again available in Illinois as a
corporate name, Gregory set up a new corporation using the
name Rexford Rand Corporation. (As a result, the original
corporation could not re-incorporate under the Rexford Rand

9. name.)
Selwyn and Albert sued Gregory. The court held that Gregory,
as a minority shareholder, owed fiduciary duties to the
corporation and to the other shareholders. He breached those
duties by appropriating an asset that belonged to the corporation
– the trade name “Rexford Rand” – for his own use.
(Note that in this case Gregory could have sued Selwyn and
Albert for breach of fiduciary duty, since they had “frozen him
out” of the corporation. Instead, Gregory breached his duty to
the corporation by misappropriating the trade name.)