Hartman v. BigInch Fabricators & Construction Holding Co.Annotate this Case
In this challenge to an appraiser's valuation of corporate shares, the Supreme Court held that the shareholder agreement's valuation term clearly contemplated a fair market valuation of the selling shareholder's shares.
Plaintiff, who held a minority portion of the shares of BigInch Fabricators & Construction Holding Company, Inc., a closely held corporation, was terminated without cause. Applying a fair market value standard, an appraiser hired by BigInch discounted Plaintiff's shares for their lack of marketability and Plaintiff's lack of control. Plaintiff brought this action seeking a declaratory judgment that the discounts were inapplicable because the shareholder agreement did not contemplate a fair market value standard. The trial court granted summary judgment for BigInch. The Supreme Court affirmed, holding that the plain language of the shareholder agreement called for BigInch to pay Plaintiff the fair market value of his shares, and so a third-party appraiser could apply minority and marketability discounts.