From our private database of 13,300+ case briefs...
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
Holding and Reasoning (Easterbrook, J.)
Dissent (Posner, J.)
What to do next…
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 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.
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. Read more about Quimbee.
Here's why 139,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 13,300 briefs, keyed to 182 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.