Brodie v. Jordan
Massachusetts Supreme Judicial Court
447 Mass. 866 , 857 N.E.2d 1076 (2006)
- Written by Sean Carroll, JD
Facts
Walter Brodie (Walter), Barbuto, and Jordan were the three directors of Malden, a Massachusetts corporation. Each held one-third of the shares of the corporation. As Walter got older and wanted to be less involved, he requested multiple times that Barbuto and Jordan (defendants) buy out his shares. They refused. Neither the articles of organization nor corporate bylaws called for a buyout obligation upon request. Eventually Walter was voted out as president and director of Malden, and he died five years later. Walter’s executrix (Brodie) (plaintiff) inherited Walter’s shares in Malden. Upon her requests, Barbuto and Jordan repeatedly failed to provide her with various company information. In addition, Brodie nominated herself as director but was voted down by Barbuto and Jordan. Brodie also requested that Barbuto and Jordan buy out her shares, but they again declined. Brodie brought suit for breach of fiduciary duty. The Massachusetts Superior Court held that Barbuto and Jordan’s actions constituted a freezeout and ordered Barbuto and Jordan to buy out Brodie’s shares. Barbuto and Jordan appealed, but only on the issue of the buyout order.
Rule of Law
Issue
Holding and Reasoning (Cowin, J.)
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