THOMAS DRAPER, APPELLANT,
v.
FRANCES M. HAY, JOHN T. HAY AND ACME PRECISION, APPELLEES

Fla. 4th DCA | 1990-01-24
No. 89-0047
ANSTEAD, DELL and STONE, JJ., concur.
555 So. 2d 1306 Florida District Court of Appeal, Fourth District (1990)


Opinion of the Court
PER CURIAM.

PER CURIAM.

Affirmed on the authority of Martin v. Marlin, 529 So. 2d 1174 (Fla. 3d DCA 1988).

The appellant, a minority shareholder in a close corporation, sued the appellees, former majority shareholders, for an alleged breach of fiduciary duty by selling the majority of shares in the corporation to a competing business. As a result of the sale appellant claims that his stock has decreased in value.

In Martin, the Third District recognized the general rule that majority shareholders owe no fiduciary duty to minority shareholders with respect to the sale of the majority stock. The effect of accepting appellant’s claim would be to create an exception to the general rule when the sale is to a competing business and would result in the diminished valuation of the minority stock. We fail to see how such an exception could be recognized without substantially undermining the purpose of the general rule.

ANSTEAD, DELL and STONE, JJ., concur.


Cases With Similar Vibessemantic neighbors from the corpus


Citator

Authorities Cited

Full citator, related cases, and AI research tools

Open in FLexlaw