McGladrey, Hendrickson & Pullen v. Syntek Finance Corp.
McGladrey, Hendrickson & Pullen v. Syntek Finance Corp.
Opinion of the Court
Plaintiff’s sole contention on appeal is the trial court erred in denying its motion for attorney’s fees “since an award of such fees is required by G.S. 55-50(k).” Plaintiff argues that each of the required elements set out in G.S. 55-50(k) is present in this case; therefore, the trial court had no discretion to deny an award of attorney’s fees.
G.S. 55-50(k) states:
Any action by a shareholder to compel the payment of dividends may be brought against the directors, or against the corporation with or without joining the directors as parties. The shareholder bringing such action shall be entitled, in the event that the court orders the payment of a dividend, to recover from the corporation all reasonable expenses, including attorney’s fees, incurred in maintaining such action. If a court orders the payment of a dividend, the amount ordered to be paid shall be a debt of the corporation.
We have found no previous interpretation of the scope of G.S. 55-50(k). We find that the plaintiff is entitled to recover reasonable attorney’s fees under this statute. The plaintiff brought this action “as the record owner of 42,748 shares of Preferred A stock of defendant corporation to recover a dividend. . . .” By using the word “any” without limitation in this section, the legislature plainly intended a very broad interpretation. “[T]he word ‘any’ is defined: ‘It is synonymous with “either” and is given the full force of “every” or “all.” Frequently used in the sense of “all” or “every,” and when thus used it has a very comprehensive meaning....’” Southern Rwy. Co. v. Gaston Co., 200 N.C. 780, 783, 158 S.E. 481, 483 (1931) (citations omitted); see also Britt v. Schindler Elevator Corp., 637 F. Supp. 734, 736 (D.D.C. 1986) (plain language of “any action” is broad and includes actions excluded by statute). Plaintiff’s action
Reversed and remanded for entry of an award of attorney’s fees.
Dissenting Opinion
dissenting.
I believe that plaintiff, by bringing this action, was not seeking “to compel the payment of dividends” within the meaning of N.C. Gen. Stat. 55-50(k). Rather, plaintiff’s action was brought to recover a debt owed to plaintiff by defendant. It is merely a dispute between an individual shareholder and a corporation, not a suit brought to compel the declaration and payment of a dividend for the benefit of all shareholders. See, e.g., Dowd v. Foundry Co., 263 N.C. 101, 139 S.E.2d 10 (1954) (suit brought by stockholder for failure of the board of directors to declare and pay dividends from the corporation’s earnings). Here, the dividend had already been declared by defendant and paid to all other Preferred A shareholders. Construing N.C. Gen. Stat. 55-50 as a whole, I find plaintiff’s argument that attorney’s fees and expenses are recoverable in this situation to be unconvincing. For this reason, I cannot subscribe to the majority’s conclusion that plaintiff is entitled to recover reasonable expenses, including attorney’s fees.
I vote to affirm.
Case-law data current through December 31, 2025. Source: CourtListener bulk data.