Quimbee logo
DMCA.com Protection Status

J & J Celcom v. AT&T Wireless Services, Inc.

169 P.3d 823 (2007)

Case BriefRelatedOptions
From our private database of 35,600+ case briefs...

J & J Celcom v. AT&T Wireless Services, Inc.

Washington Supreme Court

169 P.3d 823 (2007)

Facts

J & J Celcom and other former partners (the minority partners) (plaintiffs) owned less than 5 percent in each of nine regional, cellular-telephone partnerships. AT&T Wireless Services, Inc. (AT&T) (defendant) owned the rest of the partnership interests. AT&T sent a letter to the minority partners offering to buy them out at a price that was slightly higher than a third-party appraisal of four of the nine partnerships. The offer letter also stated that if any minority partner declined the offer, AT&T would use its controlling interest in the partnerships to sell the assets to an affiliated entity at the appraised value. The partnerships would then be dissolved, and the minority partners would receive their pro-rata share of the purchase price. The partnership agreements expressly permitted the sale and/or dissolution of the partnerships by majority vote but did not specify whether assets could be sold to an affiliated entity. Some of the minority partners rejected the offer, and AT&T proceeded with the asset sales. The minority partners did not incur damages as a result of the transactions. The minority partners filed suit in federal court, alleging that AT&T breached its duty of loyalty to them by causing their interests to be sold to an affiliated entity at a price set by a third party. On appeal to the United States Court of Appeals for the Ninth Circuit, the court held that the price of the transactions was fair as a matter of law and certified a question of state law to the Washington Supreme Court to determine whether AT&T violated its duty of loyalty by selling the assets to an affiliated entity.

Rule of Law

Issue

Holding and Reasoning (Johnson, J.)

Concurrence (Madsen, 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 619,000 law students since 2011. Some law schools—such as Yale, Berkeley, and Northwestern—even subscribe directly to Quimbee for all their law students.

    Unlock this case briefRead our student testimonials
  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.

    Learn about our approachRead more about Quimbee

Here's why 619,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 35,600 briefs, keyed to 984 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 619,000 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
  • 35,600 briefs - keyed to 984 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