Davis v. Sheerin

754 S.W.2d 375 (1988)


In 1955, Davis (D) and Sheerin (P) incorporated W.H. Davis Co. with D owning 55% and P 45% of the corporate stock. D served as president and ran the day-to-day operations while P served as an officer and director, yet was not employed by the corporation. In 1985 D refused P's request to inspect the books of the corporation without P providing his stock certificates. P challenged D's oppressive conduct as a breach of fiduciary duty owed to P and the corporation. After a six-week trial the court found that P owned a 45% interest in the corporation, the partnership, and the six tracts of land found to be partnership assets and ordered 'buy-out' by D of P's 45% of the stock in the corporation for $550,000, the fair value determined by the jury as well as other remedies. D appealed: The remedy of a 'buy-out' is not available to a minority shareholder under Texas law, and even if it were, the facts of this case are not appropriate for, nor do the jury's findings support, the application of this remedy based on the court's determination of oppressive conduct.