Friday, November 22, 2013

Davis v. Sheerin case brief

Davis v. Sheerin case brief summary
754 S.W.2d 375 (1988)

Appellant challenged the decision of the 127th District Court, Harris County (Texas), which found that appellee owned a 45 percent share in a corporation and in a partnership, which included six tracts of land.

Appellee sued appellants for oppressive conduct toward appellee as a minority shareholder in a corporation and breach of fiduciary duties. Appellee also claimed he was entitled to a 45 percent ownership interest in a general partnership, including certain tracts of land, based on breach of the fiduciary duty in connection with the partnership. The trial court found that appellee had a 45 percent interest in the corporation, the partnership, and the land. Appellant challenged the trial court's ordered buy-out of appellee's stock; appointment of a receiver; the order to pay dividends in the future; an award to appellee of a 45 percent ownership share; imposition of a resulting trust; and forced sale of the property, with 45 percent of the proceeds to be distributed to appellee.


  • Under general equity powers, the trial court had the authority to order a buy-out, which was warranted in view of appellants' oppressive behavior. 
  • Thus, the court affirmed the trial court's order for buy-out of appellee's stock, but the mandatory injunction to pay dividends in the future was unwarranted, and the order for a forced sale of the land was replaced with an order for partition in kind.

The court affirmed in part, reversed in part, and remanded the order granting appellee relief in his action against appellants for oppressive conduct and breach of fiduciary duties involving a corporation and a partnership. The court affirmed a buy-out of appellee's stock, but it reversed the grant of a mandatory injunction to pay future dividends, as well as the finding that property should be subject to forced sale.

Recommended Supplements for Corporations and Business Associations Law

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