May v. R.A. Yancey Lumber Corporation

May v. R.A. Yancey Lumber Corporation

Record No: 171708 May v. R.A. Yancey Lumber Corporation 01/10/2019 (As published by the Virginia Supreme Court) In a declaratory and injunctive action by a director and minority shareholder of a corporation, the circuit court erred in sustaining a special plea in bar and entering judgment in favor of the corporation based on an erroneous interpretation of Code § 13.1-724. The plaintiff gave repeated notice to the corporation of her opposition to a planned sale of a significant part of the business, and it could have sought a declaratory judgment concerning its rights before expending effort in seeking a buyer. Thus, it suffered no undue prejudice by having to defend plaintiff’s claim when she later brought it. The circuit court abused its discretion when it found that laches barred plaintiff’s claim and – to the extent its denial of a requested injunction was based upon laches – that ruling was also in error. The judgment is reversed, and this case is remanded to the circuit court for further proceedings consistent with this opinion.