Skeels v. Suder (Opinion)
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The Supreme Court reversed the decision of the court of appeals affirming the judgment of the trial court in this declaratory judgment suit, holding that a corporate resolution did not authorize the law firm to redeem a departing shareholder's shares on terms unilaterally set by the firm's founders.
Under Tex. Bus. Orgs. Code 21.801 , a professional corporation may redeem corporate shares, which are personal property, if one of three conditions is met. After the firm in this case terminated a shareholder's employment the founders purported to redeem his shares at no cost. The trial court concluded that a resolution generally authorizing the founders to take affirmative action on behalf of the firm unambiguously encompassed redemption. The court of appeals affirmed. The Supreme Court reversed, holding that the resolution did not authorize redemption of the departing shareholder's shares on terms dictated by the founders.
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