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Corporations Keyed to O’Kelley
Tryon v. Smith
Citation:
229 P.2d 251 (1951)Facts
Transamerica made an offer to Richard Shore Smith, former president and director of the First National Bank of Eugene, to purchase from Smith all of the outstanding capital stock of the bank. Smith refused the offer and told Transamerica that he would “have nothing to do with any of the stock except the controlling interest of the stock which I am interested.” Smith also told Transamerica that if it desired to purchase stock of the minority it would have to deal directly with them, that he wanted the minority to have the privilege of selling their stock and that they were entitled to at least $220 per share. Transamerica then proceeded to deal with the minority stockholders and offered them $220 per share for their stock. The minority shareholders thereupon signed up with Transamerica for the sale of their stock at $220 per share. Inquiry was never made of Smith by the minority stockholders of the price Smith and his associates were to receive from Transamerica. when the sale of the stock was consummated, Smith and his associates received from Transamerica for their stock $260 per share as against $220 per share which the plaintiffs received for their stock.
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