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Berreman v. West Publishing Company

Minnesota Court of Appeals
615 N.W. 2d 362 (2000)


Facts

Thomas Berreman (plaintiff) worked for West Publishing Company (West) (defendant) for almost 25 years before announcing his planned retirement for June 1, 1995. Berreman’s last day at West was May 31, 1995. The following day, West redeemed Berreman’s stock at the current book value of $2,088 per share, totaling approximately $2,800,000. On May 17, 1995, before Berreman retired, three executives from West had met with an investment bank to discuss West’s future financial options, including the potential sale of West. Several days after the discussion, the West board met, discussed potential acquisitions of West, and authorized the investment bank to explore financing options. In August 1995, West announced that it had engaged investment bankers and was considering several options, including an acquisition. In February 1996, West entered into a merger agreement with Thomson Corporation (Thomson). Thomson paid $10,445 per share to acquire West, which was almost five times the amount for which Berreman had sold his stock back to West when he retired. Berreman filed suit against West, alleging that West had a duty to disclose to him that the directors were considering selling West. The trial court granted summary judgment to West on all claims. Berreman appealed.

Rule of Law

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Issue

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Holding and Reasoning (Lansing, J.)

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  • A "yes" or "no" answer to the question framed in the issue section;
  • A summary of the majority or plurality opinion, using the CREAC method; and
  • The procedural disposition (e.g. reversed and remanded, affirmed, etc.).

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