Matteson v. Ziebarth

40 Wash.2d 286, 242 P.2d 1025 (1952)

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Matteson v. Ziebarth

Washington Supreme Court
40 Wash.2d 286, 242 P.2d 1025 (1952)

Facts

Robert Ziebarth (defendant) was the majority shareholder in the Ziebarth Corporation (the corporation). Archibald Matteson (plaintiff) was one of several minority shareholders. The corporation was on the verge of failing, and Ziebarth thought that the only way to ensure its survival was to sell the entire corporation to the Gold Seal Corporation (Gold Seal). All corporation shareholders except for Matteson agreed to sell to Gold Seal. Ziebarth devised a scheme to consummate a substantively similar transaction that did not require Matteson’s approval. Ziebarth formed Snowy, Inc. (Snowy), whose sole purpose was to merge with the corporation. Under the merger terms, the corporation shareholders would receive shares in Snowy. However, the Snowy shares would be redeemable. The merger was approved by the corporation’s shareholders, with only Matteson voting against it. Matteson did not, however, accompany his disapproval with a demand to have his shares appraised, as authorized by state law. After the merger, Snowy granted Gold Seal an option on its outstanding stock. Matteson sued to undo the merger, claiming that the transaction was unfair. The trial court dismissed the case, and Matteson appealed.

Rule of Law

Issue

Holding and Reasoning (Hamley, J.)

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