Pritchard & Baird was a reinsurance broker. A reinsurance broker arranges contracts between insurance companies so that companies that have sold large policies may sell participations in these policies to other companies in order to share the risks. Pritchard & Baird was controlled for many years b
y Charles Pritchard, who died in December 2007. Prior to his death, he brought his two sons, Charles, Jr. and William, into the business. The pair assumed an increasingly dominant role in the affairs of the business during the elder Charles's later years. Starting in 2004, Charles, Jr. and William began to withdraw from the corporate account ever-increasing sums that were designated as ‘‘loans'' on the balance sheet.
These ‘‘loans,'' however, represented a significant misappropriation of funds belonging to the corporation's clients. By late 2009, Charles, Jr. and William had plunged the corporation into hopeless bankruptcy. A total of $12,333,514.47 in ‘‘loans'' had accumulated by October of that year. Mrs. Lillian Pritchard, the widow of the elder Charles, was a member of the corporation's board of directors until her resignation in December 2009, the day before the corporation filed for bankruptcy. Francis, as trustee in the bankruptcy proceeding, brought suit against United Jersey Bank, the administrator of the estate of Charles, Sr.
He also charged that Lillian Pritchard, as a director of the corporation, was personally liable for the misappropriated funds on the basis of negligence in discharging her duties as director. Is Francis correct?