This section contains the nature of the case and procedural background.

P was an employee of D for twenty years. P was the top salesman in the company. At the time of his termination, P also had a substantial minority stockholder interest and was a director of the company. In December 1988, Ds voted to terminate P's employment. In January 1989, Ds removed P as a director. The terminations triggered the purchase of P's stock under a stock retirement agreement and a deferred compensation agreement. P sued Ds for wrongful discharge and breach of fiduciary duty. P alleged that the terminations were made so that D could pay him a lower amount for his stock than it would have to pay if he continued his employment until he reached normal retirement age in 1991. P alleged that by the terms of the agreements, the stock purchase was to be triggered only when P voluntarily elected a retirement date or when he reached the mandatory retirement age of sixty-five. Following his termination, P elected a retirement date of 1991 and claimed that his stock should be purchased at the 1991 price. P argued that Ds breached their fiduciary duty to him as a minority shareholder by a 'squeeze out' action that redounded to their financial benefit. P alleged violations of State statutes secs. 180.307 and 180.355. Ds argued that the agreements provide that the company's purchase of an employee's stock can be triggered by discharge as well as by voluntary retirement. Ds claim that there cannot be a wrongful discharge action because P was an employee-at-will, and P failed to state a claim on which relief can be granted. The court granted Ds’ motion, and P appealed.

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