Plaintiff objected to these actions on the grounds that he had not received notice of any shareholders' or directors' meetings and that his position as director was protected by the cumulative voting requirements of the corporation's bylaws. Also, the corporation terminated his employment. On May 5, 1993, Harding and Alexander-Hergert informed plaintiff that he had been removed from the board of directors and relieved of his duties as secretary of the corporation. Each shareholder held one of the three positions on the board of directors, each served as a corporate officer, and each was an employee of the corporation. Plaintiff's complaint, insofar as the issues on appeal are concerned, is labeled "Breach of Fiduciary Duties." It alleges that plaintiff, along with Harding and Alexander-Hergert, each owned one-third of the shares of stock in the corporation. We affirm.īecause this case comes to us on appeal from a judgment of dismissal pursuant to ORCP 21 A(8), we accept all well-pleaded allegations of the complaint as true and give plaintiff the benefit of all favorable inferences that could be drawn from the facts alleged. Plaintiff appeals from an order dismissing his complaint against defendant attorneys for failure to state ultimate facts sufficient to constitute a claim. Plaintiff, a minority director/shareholder in defendant corporation, sued the corporation, the corporation's majority directors/shareholders "Harding and Alexander-Hergert and the corporation's attorneys for breach of fiduciary duties. Margolis and Cosgrave, Vergeer & Kester, L.L.P. Brown, Portland, argued the cause for respondents. Cartwright, Portland, argued the cause and filed the briefs for appellant. Farrell and Martin, Bischoff, Templeton, Langslet & Hoffman, a partnership, Respondents. Ben HARDING Jeannie Alexander-Hergert Founders Funding Group, Inc., an Oregon Corporation, Defendants, and
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