Grill v. Aversa
908 F. Supp. 2d 573
M.D. Penn.2012Background
- Sage Corporation is a private, closely-held family business; Grill (minority) and Aversa (majority) are central figures in a shareholder dispute.
- Lew Grill was terminated in August 2012 during the underlying litigation, following allegations he refused to follow corporate directives and diverted opportunities.
- Plaintiffs (Lew Grill and Carmela Grill) assert minority oppression, fiduciary breaches, and wrongful termination, seeking injunctive relief and other remedies.
- Amended complaint adds Counts I–VIII ranging from oppression and breach of fiduciary duties to constructive trust and damages.
- Evidence at two days of hearings portrays Grill as a highly skilled expert and Sage as alleging diversion of work to APRG and mismanagement by executives.
- Court applies Rule 65 standards, concludes the Grills fail to show likelihood of success on the merits or irreparable harm, and denies the preliminary injunction; protective order denied.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Likelihood of success on wrongful termination claim | Grills likely to prevail on termination being wrongful/retaliatory | termination justified by diversion of opportunities and noncompliance | Not proven; no substantial likelihood of success on the merits on termination claim |
| Irreparable harm from the injunction | Reinstatement needed to prevent irreparable harm to projects | Damages adequate; no irreparable injury shown | No irreparable harm; injunction denied |
| Public interest and third-party impact | Public safety projects require Grill’s continued involvement | Independent contractor arrangement suffices; public impact mitigated | Public interest not served to warrant injunction; no extraordinary relief |
Key Cases Cited
- Instant Air Freight Co. v. C.F. Freight, Inc., 882 F.2d 797 (3d Cir. 1989) (preliminary injunction standard; extraordinary remedy; four-factor test)
- Bohler-Uddeholm Am., Inc. v. Ellwood Group, Inc., 247 F.3d 79 (3d Cir. 2001) (fiduciary duty standards; fair dealing in transactions benefiting self and corporation)
- Ferber v. American Lamp Corp., 503 Pa. 489, 469 A.2d 1046 (Pa. 1983) (majority fiduciary duty to minority shareholders; fairness in self-dealing)
- Marxe v. Jackson, 833 F.2d 1121 (3d Cir. 1987) (exacting standard for preliminary injunction balance of burdens)
- Campbell Soup Co. v. ConAgra, Inc., 977 F.2d 86 (3d Cir. 1992) (highly burdensome injunction; context of corporate disputes)
- ECRI v. McGraw-Hill, Inc., 809 F.2d 223 (3d Cir. 1987) (irreparable injury standards; need for immediate harm)