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Charland v. Country View Golf Club, Inc.

Supreme Court of Rhode Island
588 A.2d 609


Facts

Gilbert Charland (plaintiff) is a 15 percent shareholder in Country View Golf Club, Inc. (Country View) (defendant), a Rhode Island close corporation. Charland sued Country View, seeking a court-ordered dissolution of the corporation on the basis that an officer was engaging in illegal activities. As permitted under Rhode Island law, Country View elected to purchase Charland’s shares for fair value as an alternative to dissolution. Because the parties could not agree on the fair price for the stock, the trial court appointed an appraiser. The trial court accepted an appraised value of $139,095. The valuation appeared to include elements of both a marketability discount and a minority discount, though the appraiser’s report was unclear on this issue. Charland appealed, arguing that he did not receive fair value for his shares.

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Issue

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Holding and Reasoning (Kelleher, J.)

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  • A “yes” or “no” answer to the question framed in the issue section;
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  • The procedural disposition (e.g. reversed and remanded, affirmed, etc.).

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