(dissenting). I respectfully dissent from the majority's decision for two reasons.
*5751. The majority opinion ignores the longstanding rule that not only permits alternative pleading but also specifically provides that the claims pleaded in the alternative need not be consistent with one another. See Rule 802.02(5)(b), Stats.1 The trial court did not dismiss Brian Read's derivative claim on summary judgment, either directly under Rule 802.08, STATS., or indirectly under RULE 802.06(3), STATS. See Majority op. at 554 n.l. Thus, the trial court was, and we are, limited to the four corners of the complaint viewed in a light most favorable to sustaining the claims therein asserted. Morgan v. Pennsylvania Gen. Ins. Co., 87 Wis. 2d 723, 731, 275 N.W.2d 660, 664 (1979) (Facts alleged in the complaint must be taken as true, and "a claim should be dismissed as legally insufficient only if 'it is quite clear that under no conditions can the plaintiff recover.'") (citation omitted). Moreover, although I do not necessarily disagree with the majority's conclusion that standing to assert a derivative claim is reviewed under an erroneous-exercise-of-discretion standard, a determination of whether a person seeking to assert a derivative claim "[f]airly and adequately represents the interests of the corporation in enforcing the right of the corporation," § 180.0741(2), Stats., requires fact-*?finding unless the four-corners of the complaint demonstrate conclusively that the person does not. See 7C Charles A. Wright et al., Federal Practice and Pro CEDURE: Civil 2D § 1836, at 162-163 (1986). Further, it is the defendants' burden to show lack of standing. Id., § 1833 at 141. In my view, it was improper for the trial court to use materials Read submitted in support of his alternative claims to knock out his derivative claim.
2. I believe that the trial court misused its discretion in not permitting Mr. Read to amend his complaint to allege that the corporations were closed corporations, so that the case could proceed — either on summary judgment or trial — to determine the relationships between the directors, officers, and shareholders, in light of the trend recognized by § 180.1833, Stats., to give shareholders in close corporations greater rights vis a vis their interests in the corporation. Cf. Bass v. Ambrosius, 185 Wis. 2d 879, 890-891, 520 N.W.2d 625, 629-630 (Ct. App. 1994) (Resolution of a complex issue of law "should await until the facts are more fully developed at trial.").
Rule 802.02(5)(b), Stats., provides:
A party may set forth 2 or more statements of a claim or defense alternatively or hypothetically, either in one claim or defense or in separate claims or defenses. When 2 or more statements are made in the alternative and one of them if made independently would be sufficient, the pleading is not made insufficient by the insufficiency of one or more of the alternative statements. A party may also state as many separate claims or defenses as the party has regardless of consistency and whether based on legal or equitable grounds. All statements shall be made subject to the obligations set forth in s. 802.05.