a petition listing his fees and costs, to aid the Court in its determination of what is a reasonable fee under the circumstances. A hearing will be held thereon, at which time the defendants will have full opportunity to present any objections which they might have, in any way they see fit.
The defendants will also be ordered to convene a special meeting of the Board of Directors at a time to be fixed by the Court, at which they will rescind, in proper legal form, all actions taken by them at the meeting of February 10, 1964.
CONCLUSIONS OF LAW
1. The Court has jurisdiction over the parties.
2. The Court has jurisdiction of the subject matter, and in the exercise of its discretion, will exercise and retain that jurisdiction, at least until C. V. Conole or L. Stanley Crandall have a reasonable opportunity to take advantage of remedies available to them under Massachusetts law.
3. Plaintiff has established by a fair preponderance of the evidence that he will suffer irreparable harm if the actions restrained in paragraphs (a), (b), (c) and (d) of the Temporary Restraining Order dated February 10, 1964 (Docket Paper #2), are not further enjoined.
4. The harm to plaintiff, should the relief be denied, decidedly outweighs the inconvenience to the defendants, if the relief be granted.
5. Plaintiff has no adequate remedy at law.
6. Plaintiff has not established his right to the relief requested in his Amended Motion for Preliminary Injunction (Docket Paper #16), and such requests are, therefore, denied.
7. Plaintiff is entitled to, and will be granted, a preliminary injunction to effectuate these Conclusions of Law.
8. Defendants' Motions for Preliminary Disposition of Motion for Dissolution of Temporary Restraining Order and to Dismiss Complaint (Docket Paper #7); for Dissolution of Temporary Restraining Order and to Dismiss Complaint (Docket Paper #8), and defendants' Amended Motion for Dissolution of Temporary Restraining Order and to Dismiss Complaint (Docket Paper #13), are denied.
9. Defendants are guilty of civil contempt and have not purged themselves of that contempt.
10. Since the actions taken in violation of the Temporary Restraining Order have not been implemented, no fines will be imposed, but the defendants will be jointly assessed a reasonable attorney's fee and costs, payable to plaintiff's counsel.
11. Defendants will be ordered to call a Board of Directors' meeting at which they shall rescind, in proper legal form, the actions taken at the February 10, 1964 meeting, which were violative of the Court's Temporary Restraining Order.
In light of the Court's Conclusions of Law, the ones submitted by the plaintiff and defendants, insofar as they are inconsistent with the above, are denied, and as far as consistent therewith, are affirmed.
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