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Piemonte v. New Boston Garden Corp.

Supreme Judicial Court of Massachusetts
387 N.E.2d 1145 (1979)


Facts

The Boston Garden Arena Corporation (Garden Arena) merged with the New Boston Garden Corporation (New Boston) (defendant) in July 1973. Dissenting shareholders of Garden Arena were entitled to demand payment for their shares from the new corporation. Fifteen individuals (plaintiffs) filed suit seeking a judicial determination of the fair value of their shares as of the date before the day the merger was approved. The trial court judge used the Delaware block approach to calculate a value of $75.27 per share, based on specific findings as to the market value, earnings value, and net asset value of Garden Arena. Both sides appealed. The plaintiffs argued that the valuation should be based solely on asset value, while the defendants believed more weight should have been given to market value.

Rule of Law

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Issue

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Holding and Reasoning (Wilkins, J.)

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  • 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.).

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