Lash v. Lash Furniture Co. of Barre, Inc.
Vermont Supreme Court
296 A.2d 207 (1972)
- Written by Jenny Perry, JD
Facts
Herman Lash (plaintiff), Wallace Lash, and Ralph Lash were the shareholders and directors of Lash Furniture Company of Barre, Inc. (the corporation) (defendant). Wallace wanted to sell his shares to Ralph. However, the corporation’s bylaws provided that before any stock could be sold, it had to first be offered to the corporation at the proposed sale price. Wallace made the required offer to the corporation. As the seller, Wallace abstained from voting. Herman voted in favor of the corporation accepting the offer to purchase Wallace’s shares, and Ralph voted against. Thus, the corporation did not exercise the option to purchase, and Ralph bought Wallace’s shares. Herman filed suit, challenging the sale to Ralph. The trial court held that Ralph breached his fiduciary duties to the corporation and, therefore, would not be permitted to retain the stock. Ralph appealed.
Rule of Law
Issue
Holding and Reasoning (Barney, J.)
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