Bader & Bader Et Al. v. Henry Ford

The complaint contains 10 causes of action premised upon allegations of wrongful conduct, breach of fiduciary duty and waste of corporate assets by the individual defendants, officers and directors of Ford Motor Company. The pleaded allegations on their face establish that there is no substantial nexus with this State, other than the general relation which Ford has with this and other jurisdictions arising out of the very nature of its business. The first and second causes of action charge that Henry Ford II (Ford), chairman of the board, improperly diverted corporate assets to his own benefit by the purchase and furnishing of a duplex co-operative apartment at the Carlyle Hotel in New York City and two apartments in London, England, used exclusively by Ford and his family. The third cause alleges that Ford extended to Canteen Corp. and to defendant De Cicco exclusive food service concessions at the corporations offices and factories in return for $750,000 in illegal "kickbacks". The complaint further charges excessive compensation payments to Ford in the sum of $992,000 per year, in return for which Ford rendered "little, if any, services" (fourth cause of action); improper authorization by Ford and certain directors of the corporation for the payment of a "bribe" in the sum of $1,000,000 to an official of the Indonesian government, pertaining to a contract between Philco and a foreign agency to build ground stations for Indonesias domestic satellite communications systems (fifth cause of action); investment of excessive sums in private land development deals in Michigan, with personal benefits received by Ford in return for advance information about such investments (sixth cause of action); receipt of personal benefits by Ford in return for Fords having caused advertising agencies employed by the corporation to pay fees to Leslie Fargo Agency (seventh cause of action); and acceptance of improper payment of some $2,000,000 from officials of the Philippine government in connection with an "improvident investment" of corporate funds in excess of $50,000,000 (10th cause of action). The ninth cause charges gross waste of corporate assets resulting from corporate approval authorizing payment of $500,000 in legal fees and $250,000 in disbursements to two designated law firms in connection with the defense of this action. The eighth cause alleges violations by defendant Coopers & Lybrand of its fiduciary obligation to the corporation and its shareholders by (1) allowing itself to be "dominated by * * * Ford;" (2) failing or refusing to answer questions posed at a shareholders meeting in Detroit, Michigan on May 11, [66 A.D.2d 642 Page 6451978]