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54. At all times hereto relevant, these above-named Defendants, and each of them, knew, or should have known, that they owed their particular professional fiduciary duty of due care in their position of trust to the Corporation and its Shareholders. In committing the acts and omissions herein complained of, these above-named Defendants, and each of them, acted in a violation of their respective professional duties and with a reckless disregard to the loss, damage and harm which was likely to be suffered by the plaintiffs, and each of them, as a proximate result or readily foreseeable consequence fo their conduct.
55. As a direct and proximate result or readily foreseeable consequence of their said acts and omissions of the above-named Defendants, and each of them, as hereinabove alleged Plaintiffs, and each of them, has necessarily and reasonably incurred and accrued costs and expenses attempting to mitigate damages and effect the sale of the remaining shares, the continuing change of market price of salable shares and the recovery of the converted shares delivered to Defendant, John Schmitz, in good faith, in an amount according to proof and would be entitled to these compensatory damages together with such other damages as the Court may deem to be just, reasonable and proper.
RESCISSION AND RESTITUTION
[ALL DEFENDANTS]
56. Plaintiffs incorporate by reference Paragraphs 1 through 55, inclusive, and make the same a part hereof as though set forth verbatim herein. |
