Also known as: majority-rule · majority voting
Written by attorneys · grounded in primary & secondary sources — see below
4 senses
A principle of group decision-making by which a majority of participants has the power to bind the entire group to its choice among alternatives.
A principle of group decision-making by which a majority of participants has the power to bind the entire group to its choice among alternatives.
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The rule under which, upon formation of a contract for the sale of land, the risk of loss from damage to or destruction of the property passes to the buyer at the moment of contract formation.
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The rule providing that a death occurring during commission of a misdemeanor that is not malum in se constitutes manslaughter only when the death was a foreseeable result of the misdemeanor.
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The common-law principle that a director or officer owes no fiduciary duty to a shareholder with respect to a stock transaction.
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The rule under which, upon formation of a contract for the sale of land, the risk of loss from damage to or destruction of the property passes to the buyer at the moment of contract formation.
The rule providing that a death occurring during commission of a misdemeanor that is not malum in se constitutes manslaughter only when the death was a foreseeable result of the misdemeanor.
The common-law principle that a director or officer owes no fiduciary duty to a shareholder with respect to a stock transaction.
Each sense below has its own examples, sources, and questions.
Maurice Marshall and other employees at 14 Penn Plaza formed a bargaining unit that selected a union by majority vote. The union negotiated a collective-bargaining agreement containing an arbitration clause that covered all unit members. Under the majority-rule principle the arbitration provision binds every employee in the unit, including those who preferred a different representative.
Michael Miller, a controlling stockholder of NCS Health Care, negotiated a merger agreement that included a voting agreement locking up majority approval. Minority shareholders challenged the lockup as coercive. Under the applicable majority-rule framework the controlling stockholder's voting power determined the outcome of the merger vote.
Melanie Morris, a private attorney, sued a magazine publisher for a defamatory article that falsely accused her of Communist ties. The jury found the statements false but made without actual malice. Under the majority rule applicable to private-figure plaintiffs the publisher could be held liable on a negligence standard rather than the stricter actual-malice test.
Each general partner possesses equal rights in management, and matters relating to the partnership's activities and affairs are decided by a majority of the general partners.
Supporting sources
When cumulative voting is authorized, a director may not be removed if the votes cast against removal would have been sufficient to elect the director under cumulative voting, even if a simple majority favors removal.
Supporting sources
Monica Morgan signed a binding contract on June 1 to purchase a hilltop parcel with a cell tower from Matrix Technologies for two million dollars, with closing set for July 15. On July 8 a lightning storm toppled the tower. Under the majority rule Monica bears the risk of loss from the date of contract formation and must pay the full price at closing even though the tower was destroyed.
No. Under the majority rule the buyer bears the risk from contract formation and must pay the full price even if improvements are destroyed, provided the land itself remains intact.
Supporting sources
Megan Moore, driving a city bus, briefly glanced at her phone in violation of a local handheld-device ordinance treated as a non-malum-in-se misdemeanor. The glance caused a slight drift that forced a cyclist into oncoming traffic where he was killed. Under the majority rule the death constitutes manslaughter only if it was a foreseeable result of the misdemeanor violation.
The death constitutes manslaughter only if it was a foreseeable result of committing the misdemeanor.
Supporting sources
Maya Malik, a minority shareholder of UOP, Inc., challenged a cash-out merger proposed by the majority stockholder Signal. Signal stood on both sides of the transaction and set the merger price. Under the majority-rule principle Signal owed no fiduciary duty to the minority in setting the terms.
No. The majority rule provides that directors and officers owe no fiduciary duty to individual shareholders with respect to stock transactions absent special circumstances.
Supporting sources
…not greatly affect the course of public discussion. How different has life been in those states which heretofore followed the majority rule imposing strict liability for misstatements of fact defaming public figures from life in the minority states where the good faith privilege held sway?" See also T. Emerson, The System of…