Davis v. Sheerin

In May of 1985, Appellee brought suit as an individual, and as a shareholder on behalf of the corporation against Appellants based on allegations of Appellants’ oppressive conduct toward Appellee as a minority shareholder and their breaches of fiduciary duties owed to Appellee and the corporation. The corporation was incorporated by William, a 55 percent stockholder, and Appellee, in 1955. Appellee and Appellants served as directors and officers of the corporation, with William serving as president. Appellee was not employed by the corporation. In 1985, Appellants denied Appellee’s right to inspect the corporate books, unless Appellee produced his stock certificate. Appellants claimed Appellee gifted his 45 percent interest in the corporation to them in the late 1960’s. The trial court found that there was a conspiracy to deprive Appellee of his stock and that Appellants acted oppressively against Appellee. It ordered a “buy out” of Appellee’s 45 percent stock share for $550,000. Appellants appeal claiming (1) Texas law does not allow a “buy out” as a remedy, and (2) even if such a remedy was available, the trial court’s finding of “oppressive conduct” does not warrant application of a buy out.