3 thoughts on “Oliver Suit : Answer and Counterclaim : Full Doc”

  1. So the trustees (paragraph 117) are seeking that Eric Oliver be deemed ineligible for 60 days after he fills out their form and his proxies are deemed null and void. Why 60 days? So they can sneak in a meeting and elect Cook?

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  3. A robust defense, and a very strong stating of the many faults of the trustees in their counter-complaint.

    I was intrigued by the use of the “unclean hands” affirmative defense. Unclean hands is a legal defense to a complaint, which states that a party who is asking for a judgment cannot have the help of the court if they have done anything unethical in relation to the subject of the lawsuit.

    The doctrine is often stated as “those seeking equity must do equity” or “equity must come with clean hands”. This is characterized by A. P. Herbert in Uncommon Law saying “A dirty dog will not have justice by the court”.

    My interpretation is this should allow all the allegations in the original complaint to be dismissed, leaving the court to determine the merits of their complaints against the trustees. Some of the complaints are more solid than others, but in total it presents (in my opinion) a preponderance of reasons the trustees have acted in bad faith at the expense of the shareholders.

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