Rounds v. Mallets Bay Club, Inc.Annotate this Case
This case centered around sixteen shares in the Malletts Bay Club, Inc. (MBC) that were sitting in escrow since 1998, when George Gordon conveyed the associated real property to J. Douglas Johnson. On summary judgment, the trial court ruled that defendant James McGarry, as transfer agent for the shares, breached the parties’ contract and his fiduciary duty by failing to issue the shares to Gordon’s successors upon their demand, and that defendant MBC had waived its right to challenge Gordon’s failure to transfer those shares to Johnson by agreeing to the Gordon-to-Johnson conveyance. After its review of this matter, the Vermont Supreme Court concluded that the agreement defining the parties’ rights and obligations with respect to the MBC shares did not require McGarry to return the shares to Gordon on demand, and that based on undisputed evidence, MBC did not waive its right to enforce its bylaws with respect to the transaction. Defendants were therefore entitled to summary judgment and plaintiffs were not. The Court remanded for further proceedings to resolve any remaining claims of plaintiffs that were not the subject of the cross motions for summary judgment.