Co-founder and former CEO of Telltale Games, Kevin Bruner, has brought suit against his former studio over his ouster last year.
Bruner alleges that the company, following his removal as CEO and from the board of directors, deprived him of contractually obligated financial information necessary to sell his stock holdings.
Bruner filed suit in California state court for breach of contract and breach of the implied covenant of good faith and fair dealing, or the presumption that parties to a contract will behave well. According to Bruner, Telltale unnecessarily delayed, failed to respond, and otherwise worked against Bruner’s stock offering.
Telltale responded with a demurrer, pleading that even if the facts alleged in the complaint are true, there is no legal basis for the suit and it should be dismissed—equivalent to a “so what?” to Bruner’s factual allegations. Telltale has described Bruner as “extracting revenge on a company already under financial strain” with “baseless and careless accusations of petty revenge.”
The California judge disagreed with Telltale.
While the judge has not ruled on the merits of the case, he found that the issues raised by Bruner deserved further review. Though the record is sealed from public access to protect confidential and financial information, the judge has scheduled a case management conference for July 17th.
In all 50 states, stockholders of a company – even if they hold no officer or board position – are entitled to some information about the company. In Delaware, where Telltale, Inc., is incorporated, this right is embodied in Section 220 of the Delaware General Corporation Law. In short, a stockholder can inspect “the corporation’s stock ledger, a list of its stockholders, and its other books and records.”
The phrase “other books and records” is pretty broad, but may not be broad enough to encompass what Bruner is seeking; it is hard to know when the record is sealed.
