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Davis v. Sheerin

Court of Appeals of Texas
754 S.W.2d 375 (1988)


Sheerin (plaintiff) and Davis (defendant) incorporated a business, in which they served as directors and officers. Davis owned 55 percent of the corporation’s stock, and Sheerin owned 45 percent. In 1985 Davis denied Sheerin the right to inspect the corporate books unless he could produce his stock certificate, claiming Sheerin had gifted his 45 percent interest in the business to Davis in the 1960s. Sheerin sued Davis, claiming oppressive conduct and a breach of fiduciary duties Davis owed to himself and the corporation. Following a trial, the trial court held that Sheerin owned a 45 percent interest in the corporation. The trial court ordered a buy-out of Sheerin’s 45 percent of stock by Davis, based on the jury’s finding of a conspiracy to deprive Sheerin of his stock and oppressive acts against Sheerin. The price for Sheerin’s shares was set at $550,000, the fair value determined by the jury. Davis appealed, arguing that Texas does not permit a buy-out as a remedy, and that the facts do not support a buy-out as a remedy in this case.

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