Camp v. Union Manufacturing Co.

549 A.2d 285, 17 Conn. App. 70, 1988 Conn. App. LEXIS 434, 1988 WL 117737

• Court: Connecticut Appellate Court
• Decided: November 8, 1988
• Docket: 6007
• Status: Published

Opinion

Per Curiam.

The plaintiff, a minority shareholder of the named defendant, the Union Manufacturing Company, brought a derivative action against Union Manufacturing Company and several of its officers and directors. A settlement was negotiated by the attorneys for the shareholders, but the plaintiff would not agree to it. The settlement went to the trial court for approval, as required by General Statutes § 52-572j, and, after a lengthy examination of the settlement by the court, it was approved. On appeal, the plaintiff claims that the trial court erred in approving the settlement. We disagree.

Section 52-572j does not require the assent of each individual shareholder in order for a settlement to be approved by the court. Moreover, the cause of action in a derivative suit belongs to the corporation, not to the nominal plaintiff. We find it persuasive that the federal courts that have considered this issue have held that the assent of the nominal plaintiff is not essential to the settlement. See Saylor v. Lindsley, 456 F.2d 896, 899 (2d Cir. 1972); Bryan v. Pittsburgh Plate Glass Co., 494 F.2d 799, 803 (3d Cir.), cert. denied, 419 U.S. 900, 95 S. Ct. 184, 42 L. Ed. 2d 146 (1974); Flinn v. FMC Corporation, 528 F.2d 1169, 1174 (4th Cir. 1975), cert. denied, 424 U.S. 967, 96 S. Ct. 1462, 47 L. Ed. 2d 734 (1976); Pettway v. American Cast Iron Pipe Co., 576 F.2d 1157, 1216 (5th Cir. 1978), cert. denied, 439 U.S. 1115, 99 S. Ct. 1020, 59 L. Ed. 2d 74 (1979). We have reviewed the evidence and conclude that the trial court did not abuse its discretion in finding that the settlement was fair, reasonable and adequate. See Weinberger v. Kendrick, 698 F.2d 61, 73 (2d Cir. 1982), cert. denied, 464 U.S. 818, 104 S. Ct. 77, 78 L. Ed. 2d 89 (1983).

There is no error.