Baur v. Baur Farms

832 N.W.2d 663 (2013)

From our private database of 46,300+ case briefs, written and edited by humans—never with AI.

Baur v. Baur Farms

Iowa Supreme Court
832 N.W.2d 663 (2013)

Facts

Jack Baur (plaintiff) and his cousin Bob Baur were both shareholders in Baur Farms, Inc. (defendant), a closely held family-farm corporation. Bob was the majority shareholder, and Jack was a minority shareholder. Because of the corporation’s closely held nature and the transfer restrictions in its bylaws, there was no open market for shares in the corporation. Rather, the bylaws contained a buyout provision that required a shareholder to offer his shares to the corporation or to other shareholders before attempting to find a third-party buyer. In the event that a mutually agreed-upon price could not be reached, the provision further allowed the shareholder to be redeemed by the corporation at a price set equal to the shares’ book value, as determined by the board of directors. That book value was calculated in 1984 but was never updated during the corporation’s substantial subsequent growth. Baur Farms never paid dividends. Instead, under Bob’s control as majority shareholder, Baur Farms always reinvested its profits. Over a period of over 20 years, Jack made repeated efforts to sell his shares back to the corporation so as to realize a return, but in every instance, Jack considered the corporation to undervalue his shares. Jack eventually sued the corporation, alleging oppressive conduct. The district court dismissed the suit after Jack presented his evidence, and Jack appealed.

Rule of Law

Issue

Holding and Reasoning (Hecht, J.)

What to do next…

  1. Unlock this case brief with a free (no-commitment) trial membership of Quimbee.

    You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 815,000 law students since 2011. Some law schools even subscribe directly to Quimbee for all their law students.

  2. Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.

    Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students.

Here's why 815,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 46,300 briefs, keyed to 988 casebooks. Top-notch customer support.
  • The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
  • Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.

Access this case brief for FREE

With a 7-day free trial membership
Here's why 815,000 law students have relied on our case briefs:
  • Reliable - written by law professors and practitioners, not other law students
  • The right length and amount of information - includes the facts, issue, rule of law, holding and reasoning, and any concurrences and dissents
  • Access in your class - works on your mobile and tablet
  • 46,300 briefs - keyed to 988 casebooks
  • Uniform format for every case brief
  • Written in plain English - not in legalese and not just repeating the court's language
  • Massive library of related video lessons - and practice questions
  • Top-notch customer support

Access this case brief for FREE

With a 7-day free trial membership