Guerin S. Wilkinson, Plaintiff-appellant, v. the Detroit News, Inc.; et al., Defendants-appellees, 891 F.2d 293 (6th Cir. 1989)

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US Court of Appeals for the Sixth Circuit - 891 F.2d 293 (6th Cir. 1989) Dec. 8, 1989

Before BOYCE F. MARTIN, Jr. and ALAN E. NORRIS, Circuit Judges, CONTIE, Senior Circuit Judge.


Plaintiff appeals from a summary judgment granted defendants in his equitable claim against them for rescission of a securities transaction.

On December 17, 1984, plaintiff accepted the offer of The Detroit News to purchase his shares of stock in the company at $250 per share. The offer was made on December 7, and was open for acceptance for twenty days. Within months of an August 1985 agreement by The Detroit News to merge with Gannett Co., lawsuits for rescission were filed by shareholders who had accepted the December 1984 offer. Plaintiff was not among them. In addition, various lawsuits were filed seeking to enjoin the merger. Again, plaintiff was not a party to those suits. The merger was finalized in February 1986 after suits to enjoin it were unsuccessful, $1,583 per share was paid for The Detroit News stock, and the stock was cancelled. In September 1986, the rescission suits were settled. Plaintiff was aware of the pending merger, but waited until December 4, 1987 to bring this claim for rescission.

Under the circumstances of this case, we are unable to say that the district court erred in concluding that plaintiff's equitable claim was barred by the doctrine of laches. We therefore affirm the judgment of the district court, upon the reasoning found in its memorandum opinion and order of October 20, 1988.