NC · jury_instructions
N.C.P.I.—Civil 807.58
BREACH OF DUTY - CONTROLLING SHAREHOLDER OF CLOSELY HELD CORPORATION - ISSUE OF TAKING IMPROPER ADVANTAGE OF POWER - DEFENSE OF GOOD FAITH, CARE AND DILIGENCE.
The (state number) issue reads:
"Did the defendant act in good faith and with care and diligence in
exercising his power as controlling shareholder of (name corporation)?"
You will answer this issue only if you have answered (state
number) issue "Yes" in favor of the plaintiff.
On this issue the burden of proof is on the defendant.1 This means
that the defendant must prove, by the greater weight of the evidence,
that he acted in good faith and with care and diligence2 in exercising his
power as controlling shareholder of (name corporation). A controlling
shareholder acts in good faith and with care and diligence if he acts with
the purpose of [making the property of the corporation produce the
largest possible amount] [protecting the interests of the minority
shareholder(s)] [securing and paying over to the minority shareholder(s)
their just proportion of the income and proceeds of the corporation's
property]3, and if his actions are otherwise inherently fair4 and free from
oppression.5
Finally, as to the (state number) issue on which the defendant has
the burden of proof, if you find by the greater weight of the evidence that
the defendant acted in good faith and with care and diligence in
exercising his power as controlling shareholder of (name corporation),
then it would be your duty to answer this issue "Yes" in favor of the
defendant.
If, on the other hand, you fail to so find, then it would be your duty
to answer this issue "No" in favor of the plaintiff.
History
N.C.P.I.—Civil 807.58 (May 2002). Prepared by the North Carolina Conference of Superior Court Judges' Committee on Pattern Jury Instructions, assisted by the UNC School of Government; published by the School of Government.
Provenance
- Source
- sog.unc.edu
- Retrieved
- 2026-09-24
- Edition
- 2026-09-24
- Content hash
717e9fc051b2aa196bafc26f63e00aa00fca27f78f8121438b780ca85e207fba
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