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Corporations Keyed to Hazen
Baur v. Baur Farms, Inc.
Citation:
832 N.W.2d 663 (Iowa 2013)Facts
Baur Farms, Inc. (BFI) is a family farm corporation formed in 1966 by brothers Merritt and Edward Baur. Jack and Bob had disagreements about certain corporate decisions while they served together as directors and officers. Jack wished to sell his shares of stock in the corporation since the early 1990s. In late 1992, at the request of Jack and Bob, BFI’s counsel estimated the book value of Jack’s shares at $331,228.52. BFI’s counsel subsequently communicated to Jack the corporation’s offer to purchase his shares for $261,464. Jack rejected the offers. Jack expressed interest in selling his shares at a 2002 BFI board meeting. He made a motion that the corporation purchase his shares for $600,000. The motion failed. At a 2005 board meeting, Jack moved for dissolution of BFI or in the alternative, moved that BFI purchase his shares at their fair market value. Both motions failed. Shortly thereafter, Jack filed suit against Bog and BFI, alleging they had engaged in fraud, illegality, and oppressive conduct.
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Topic Resources
2m 27sTopic Outline 