Sunday, November 24, 2013

Jordan v. Duff and Phelps, Inc. case brief

Jordan v. Duff and Phelps, Inc. case brief summary
815 F.2d 429 (7th Cir. 1987)

Appellant employee sought review of the judgment of the United States District Court for the Northern District of Illinois, which entered summary judgment in favor of appellee employers and dismissed appellant's complaint seeking damages for the value of stock measured by the value under the terms of the proposed acquisition.

Appellant employee purchased 188 shares of stock from appellee employer and later resigned. He delivered his certificates on December 30, 1983, and appellee mailed him a check for the book value of the stock. Before appellant cashed the check, he became aware of a merger between appellee and a subsidiary that was to take place on January 10, 1984. Had appellant quickly paid for the other 62 shares he was making payments on, he would have received $ 452,000 in cash. When appellee refused to return appellant's stock, appellant filed suit seeking damages measured by the value his stock would have had under the terms of the acquisition. The district court granted summary judgment in favor of appellee, holding that the agreement approved on January 6, 1984, was the first thing that needed to be disclosed and that because appellant sold his stock no later than December 31, appellee did not violate any duty to disclose.


  • The court reversed, holding that whether the information withheld on November 16 was material, whether the sale took place on November 16 or December 30, and whether appellant would have stayed or left after the acquisition fell through, were questions for the jury.

The court reversed and remanded the dismissal of appellant employee's complaint, which sought damages for the value of stock purchased from appellee employer measured by the value under the terms of a proposed acquisition. The court held that the timing of the sale of the stock, the materiality of the information the employers withheld, and the expectations and intent of the parties were all factual issues to be decided by the jury.

Recommended Supplements for Corporations and Business Associations Law

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