Can disinterested directors and officers assert a defense in the corporate name?

California, United States of America


The following excerpt is from Sealand Inv. Corp. v. Emprise Inc., 12 Cal.Rptr. 153, 190 Cal.App.2d 305 (Cal. App. 1961):

In Gallaher v. Texagon Mills, 67 F.Supp. 845, certain unspecified officers and directors of a corporation instituted an action against the corporation. The question presented was whether the aforesaid officers and directors could deprive the corporate defendant of a defense to the action. The laws of New Jersey disqualify a director from voting upon a resolution concerning the matter in which he is interested. The court in holding that the disinterested directors and officers could assert the defense in the corporate name stated at page 846:

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