Wyo-Ben, Inc. v. BixbyAnnotate this Case
The Bixby family owned approximately one-third of Wyo-Ben’s class A stock. In 2011, Wyo-Ben’s shareholders voted to reclassify the shares to give class B shares the right to vote, which resulted in an overall decrease to the Bixby voting rights. The Bixby family dissented and, after the vote, sent a payment demand for all of their shares. Wyo-Ben, Inc. filed a petition seeking a declaration that the dissenters were not entitled to any payment for their class B shares and contesting the dissenters’ demand for a high value of the class A shares. The Bixbys, in turn, sought a declaration that they were entitled to payment for both classes of shares at the higher value. The Bixbys also counterclaimed, asserting that Wyo-Ben’s decision to dilute their voting rights constituted oppressive conduct. The district court dismissed the oppression claim and ruled that the Bixbys were not entitled to be paid for their class B shares under Montana’s dissenters’ right statute. The Supreme Court primarily affirmed, holding that the district court did not err in (1) dismissing the Bixbys oppression claim; (2) denying class B payments to all but one of the Bixby appellants; and (3) valuing the class A shares.