Plaintiffs sue corporations and they sue individual members of the boards of directors, but can a plaintiff sue a board of directors as a body? That was the question in Theta Chi Fraternity, Inc. v. Leland Stanford Junior Univ., 2016 U.S. Dist. LEXIS 116863 (N.D. Cal. Aug. 30, 2016).  The case itself involved a national fraternity’s suit for trademark infringement and related state claims.  The plaintiff named numerous defendants, including The Board of Directors of Alumni Association of Chi Theta Chi House.  The defendant board moved to strike on the basis that a corporation’s board is not a separate legal entity that can be sued separately from the corporation itself.  U.S. District Court Judge Ronald M. Whyte’s ruling on this question was succinct:

Defendants cite authority from other jurisdictions for the proposition that a corporation’s board is not a separate legal entity that can be sued independently of the corporation itself. See, e.g., Heslep v. Americans for African Adoption, Inc., 890 F.Supp.2d 671, 678 (N.D. W. Va. 2012); Team Sys. Int’l LLC v. Haozous, No. 14-cv-01018-D, 2015 WL 2131479, at *2 (W.D. Okla. May 7, 2015). While defendants do not cite any California authority describing whether a corporate board of directors has the capacity to be sued, the court finds the reasoning of the cases above persuasive. Plaintiff’s allegations against “The Board of Directors of Alumni Association of Chi Theta Chi House” are STRICKEN.

If a board of directors is not a person that can be sued, then does it make sense for a lawyer to assert that she represents a board of directors or a committee of a board of directors?  See Compensation Committees – Whom Do You Represent?

War and Peace

I just finished reading Professor Dominic Lieven’s Russia against Napoleon.  Coincidentally, today marks the anniversary of the Battle of Borodino, which was fought some 70 miles from Moscow in 1812. Napoleon succeeded in forcing the retreat of the Russian army and abandonment of Moscow.  Because Tolstoy ends his famous novel War and Peace in December 1812, many may be unfamiliar with the denouement of the epic struggle between the French Emperor and the Russian Czar.  The Russian winter and lack of supplies soon forced Napoleon’s army to abandon the Russian capital.  After winning the famous Battle of Leipzig in October 1813, Russia and its Prussian, Austrian and Swedish allies chased Napoleon and his army back across the Rhine River.  The following year, Russia and her continental allies captured Paris and forced Napoleon to abdicate.  The famous Battle of Waterloo in Belgium came a year later in 1815 after Napoleon had escaped from the Island of Elba and briefly returned to power.