C-VILLE FABRICATING, INC., DBA TARTER INDUSTRIES; ANNA LOU TARTER SMITH, INDIVIDUALLY AND ON BEHALF OF FABRICATING, INC., DBA TARTER INDUSTRIES, DBA TARTER MANAGEMENT COMPANY, INC., DBA TARTER GATE COMPANY, LLC, DBA TARTER TUBE, LLC, ET AL. v. JOSHUA DONALD TARTER; THOMAS LEWIS GREGORY - Articles

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C-VILLE FABRICATING, INC., DBA TARTER INDUSTRIES; ANNA LOU TARTER SMITH, INDIVIDUALLY AND ON BEHALF OF FABRICATING, INC., DBA TARTER INDUSTRIES, DBA TARTER MANAGEMENT COMPANY, INC., DBA TARTER GATE COMPANY, LLC, DBA TARTER TUBE, LLC, ET AL. v. JOSHUA DONALD TARTER; THOMAS LEWIS GREGORY

Posted by: Karen Belcher on Aug 20, 2025

Court: 6th Circuit Court (Published Opinions)

Attorneys 1: ARGUED: Andrew L Sparks, DICKINSON WRIGHT PLLC, Lexington, Kentucky, for Appellant.

Attorneys 2: ARGUED: Michael P. Abate, KAPLAN JOHNSON ABATE & BIRD LLP, Louisville, Kentucky, for Appellees.

Attorneys 3: ON BRIEF: Andrew L Sparks, DICKINSON WRIGHT PLLC, Lexington, Kentucky, for Appellant.

Attorneys 4: ON BRIEF: Michael P. Abate, Michael C. Merrick, Burt A. (Chuck) Stinson, KAPLAN JOHNSON ABATE & BIRD LLP, Louisville, Kentucky, for Appellees

Judge(s): THAPAR, NALBANDIAN, and RITZ, Circuit Judges

Court Appealed: United States District Court for the Eastern District of Kentucky at Lexington

NALBANDIAN, Circuit Judge. Sometimes family members don’t make the best business partners. And sometimes closely held corporations don’t observe corporate formalities. Combine them and you’ll likely get a mess—which is what this case is.

We find that because the share transfer was not a resignation, and because Tarter Industries never took a formal act to reconstitute the board, the third generation was the board and its officers at the time of the special meeting. As a result, the meeting was validly called, the board had a quorum, and a majority of the directors voted to allow Tarter Industries to sue. As a result, the direct suit by Tarter Industries can proceed.

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