Logourl black

Jordan v. Duff and Phelps, Inc.

United States Court of Appeals for the Seventh Circuit
815 F.2d 429 (7th Cir. 1987)


Jordan (plaintiff) was an employee of Duff and Phelps, Inc. (Duff) (defendant) and bought 188 shares in Duff. He signed a purchase agreement that provided that when he stopped working for Duff for whatever reason, he was required to sell his stock back to Duff at the book value of the stock at the end of the year preceding the employment termination. In 1983, Duff was engaged in merger negotiations and had a deal in place with Security Pacific Corp. (SPC) that valued Duff at $50 million, but the deal fell apart for the time being. In November 1983, Jordan was seeking to move out of town for family reasons, and accepted a job in another city. Jordan told Hansen, the Duff chairman of the board, that he was going to resign and Hansen did not mention anything about the merger or the valuation of Duff. Jordan stayed at Duff for the rest of 1983 in order to get the December 31, 1983 book value for his stock. He sold back the stock for a total price of $23,225. Before Jordan cashed the check from the sale, he heard a January 10, 1984 announcement that Duff had merged with SPC and that the merger valued Duff at $50 million. If Jordan had waited to resign and sell his stock until after the merger, he would have received over $450,000. Jordan refused to cash the check for $23,225 and demanded that Duff return his stock. Duff refused and Jordan filed suit in March 1984. Eventually, the Duff merger with SPC failed to be completed and Jordan amended his complaint seeking rescission rather than damages. Duff ended up selling the firm to a trust in a leveraged buyout for $40 million toward the end of 1985. The trial court granted summary judgment to Duff. Jordan appealed.

Rule of Law

The rule of law is the black letter law upon which the court rested its decision. To access this section, start your 7-day free trial of Quimbee for Law Students.


The issue section includes the dispositive legal issue in the case phrased as a question. To access this section, start your 7-day free trial of Quimbee for Law Students.

Holding and Reasoning (Easterbrook, J.)

The holding and reasoning section includes:

  • 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.).

To access this section, start your 7-day free trial of Quimbee for Law Students.

Dissent (Posner, J.)

The dissent section is for members only and includes a summary of the dissenting judge or justice’s opinion. To access this section, start your 7-day free trial of Quimbee for Law Students.

Here's why 91,000 law students rely 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.
  • 12,498 briefs - keyed to 168 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.
  • Ability to tag case briefs in an outlining tool.
  • Top-notch customer support.
Start Your Free Trial Now