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Dispute Resolution Keyed to Carbonneau, 8th Ed.
Finn v. Ballentine Partners
Citation:
143 A.3d 859 (2016)Facts
Alice Finn and Roy Ballentine founded Ballentine Finn & Company, Inc. (BFI) in 1997, with each owning half of the company’s stock. Finn served as CEO. In 2008, Ballentine and other shareholders forced Finn out of the corporation and terminated her employment, claiming it was “for cause.” BFI exercised its right to purchase Finn’s shares (87.5% of the company) at the “for cause” termination price according to their Shareholder Agreement, giving her a promissory note for $4,685,684, which was below fair market value. Finn challenged her termination in a 2009 arbitration, where the panel found her termination unlawful and awarded her $5,721,756 for her stock and $720,000 in lost wages. After this award, BFI reorganized by forming BPLLC, contributing all assets and some liabilities to it, and becoming its sole member. BFI then changed its name to Ballentine & Company and sold a 40% membership interest in BPLLC to Perspecta Investments for $7,000,000 plus a $280,000 capital contribution. In 2013, Finn filed a new claim seeking relief under the “Claw Back” provision of the Shareholder Agreement, which entitled founding shareholders to recover a portion of additional profits if their shares were resold at a higher price within eight years. A second arbitration panel rejected her contract claim but awarded her $600,000 on an unjust enrichment theory. The trial court vacated this award, finding it barred by res judicata.
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