A Delaware judge ruled today that a fraud lawsuit filed by former board members Roy E. Disney and Stanley Gold may go forward against the Walt Disney Co. because the action may have merit.

Gold and Disney, nephew of the late Walt Disney, resigned from the board in November 2003 but have since lead shareholder campaigns against Chief Executive Michael Eisner.

After Eisner announced his resignation last year, the company told shareholders it would conduct an internal and external search for a new chief executive. The suit alleges Disney’s board of directors rigged the search when they named President Robert Iger to the post in March, the only internal candidate to be interviewed.

Disney has sought to dismiss the suit, which was filed last month against the company, its board of directors, Iger and Eisner. The plaintiffs are seeking an order forcing Disney to void the search and to conduct a new one.

In his decision, Delaware Chancery Court Judge Chancellor Chandler said, “the complaint asserts well-pled facts sufficient for me to reasonably infer that the board materially misled shareholders about the structure of the search for a new CEO.” He also said that “plaintiffs could be entitled to relief they seek because the board’s statements materially misled plaintiffs with respect to the board’s intent to conduct a bona fide executive search process.”

In an e-mail statement, David Caouette, a Disney spokesman, said, “The ruling is not on the merits of the case. We look forward to proving that there is absolutely no basis to these allegations.”