Madugula v. Taub, 496 Mich. 685

Madugula sued Taub and Dataspace for shareholder oppression under MCL 450.1489 after Taub terminated his employment and altered company focus to JPAS.
Stockholders’ agreement (2004) created a 5-member board with Taub voting control and a 70% supermajority for material changes in business or compensation.
Flower withdrew in 2007; Taub and Madugula bought Flower’s shares, increasing Madugula’s stake to about 36%.
Madugula alleged oppression, breach of the duty of good faith, fraud, and sought equitable relief including buyout, damages, and receivership; trial court dismissed most counts, but oppression claim proceeded.
A jury found willfully unfair and oppressive conduct, awarded economic damages, and ordered a stock buyout; trial court entered judgment in Madugula’s favor; appellate court affirmed, then Supreme Court granted review.
Supreme Court held § 489 creates no jury right (equity) and Breach of shareholder agreement can evidence oppression; remanded for bench determination of equitable relief on current record.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether §489 claims carry a right to a jury trial	Madugula argues for jury trial under damages remedy.	Taub argues §489 is equitable with no jury right.	No statutory or constitutional jury right; claims must be heard in equity.
Whether a breach of the stockholders’ agreement can support oppression under §489	Breaches of rights in the stockholders’ agreement can evidence oppression.	Such breaches may be relevant but do not by themselves create oppression.	Breaches may be evidence of oppression; remand to determine impact on oppression.
Whether §489 claims were historically equitable under the 1963 Constitution	N/A	N/A	§489 actions are equitable in nature; no constitutional right to jury trial attaches.
What relief is appropriate after oppression is proven	Plaintiff sought a jury-awarded damages plus buyout.	Equity court should determine relief; jury should not devise remedies.	Remand for bench determination of equitable relief; cannot have jury award enforceable remedies.
Whether the remedy framework requires a new trial or bench trial on remand	N/A	N/A	Case remanded to determine if current record supports equity findings or requires new trial.

Miner v. Belle Isle Ice Co., 93 Mich. 97 (1892) (equity to remedy oppression; in equity to grant relief incl. dissolution)
Brown v. Buck, 75 Mich. 274 (1889) (equity jurisdiction to protect rights; distinguish law/equity rights)
Teft v. Stewart, 31 Mich. 367 (1875) (recognition that single judgment of damages can be legal; context of law/equity distinction)
Levant v. Kowal, 350 Mich. 232 (1957) (history of dissolution and equitable relief; 1963 Constitution context)
Anzaldua v Band, 457 Mich. 530 (1998) (damages as indicator of jury right; statutory context for WPA-like claim; distinguishes damages vs equitable relief)
Brown v. Buck, 75 Mich. 274 (1889) (historic distinction between law and equity; right to jury preserved where applicable)