Question

Brown, the president and director of a corporation engaged in owning and operating a chain of motels, was advised, upon what seemed to be good authority, that a superhighway was to be constructed through the town of X, which would be a most desirable location for a motel. Brown presented these facts to the board of directors of the motel corporation and recommended that the corporation build a motel in the town of X at the location described. The board of directors agreed, and the new motel was constructed. The superhighway plans were changed, however, after the motel was constructed, and the highway was never built. Later, a packinghouse was built on property adjoining the motel, and the corporation sustained a considerable loss as a result. The shareholders brought an appropriate action against Brown, charging that his proposal had caused a substantial loss to the corporation and seeking recovery of that loss from Brown. What result

Answer 1

An officer or director of a corporation is not personally liable for loss sustained by the corporation as the result of the exercise of poor or mistaken business judgement. They are only liable for a loss resulting from his or her negligence of failure to exercise reasonable care. In this situation, Brown was exercising a business judgement in good faith with due care. Since a superhighway was to be constructed through the town of X, he believed it was in the corporation's best interest to build a motel there. Brown was not guilty of negligence, so the decision would be in favor of Brown.