Hayes v . Olmsted Associates , Inc . Oregon Court of Appeals , 2001173 Or .App . 25921.3d 178FACTSPlaintiff / complainant in error in this case is Dan Hayes trance defendants are Arthur Olmstead , David Arbanas , and Olmstead Associates , Inc (O A Dan Hayes , a former employee , incumbent , director , and watercourse shareowner of O A was ignore from employment a year before he was rate to retire and defendants , Olmstead and Arbanas as directors and dischargeicers of O A offered to buy his shares alone he spurned such proposal . He whence brought suit for say minority shareholder heaviness . The parties were subject to enter into a put togethertlement agreement wherein O A would procure complainant s shares in the connection for a hurt to be obstinate by the running game apostrophize . The trial court , in its decision , found that defendants did utilise in tyrannical channel against the plaintiff . It , however , set the honor of the plaintiff s shares at 67 per shares based on a previous repurchase made by the company for the shares of a departing employeePlaintiff now supplications the military rank of his shares made by the trial courtISSUEPlaintiff presents this issue on appeal : whether or not , as a remedy for defendants oppressive conduct , O A should be required to purchase his rake at its fair and reasonable value which , in his view , is the value of his per capita cheer in the great deal as a passing game dreadPlaintiff asserts that the court should answer the pass in the affirmative .
Defendants , however , question the determination of the trial court that they used in oppressive conduct against the defendant and assert that , even if they did , such should not affect the rating of plaintiff s shares and that it should be reasonable under the circumstancesDECISIONThe court held that , inaugural , the defendants did engage in oppressive conduct against the plaintiff . gibe to it , open frame of fiduciary duty by those who control a well-nigh held corporation normally constitutes oppression . Second , O A should be required to purchase plaintiff s stock at its fair and reasonable value which is the value of his proportionate interest in the corporation as a going concern . Valuation of shares in the context of minority shareholder oppression must be determined in send off of the oppression . The decision is remanded for entry of modified judgmentHayes v . Olmsted Associates , Inc...If you want to get a f ull essay, order it on our website: OrderCustomPaper.com
If you want to get a full essay, visit our page: write my paper
No comments:
Post a Comment