Brodie v. Jordan

Walter Brodie, Barbuto, and Jordan (defendants) each held a third of the shares in Malden, a Massachusetts close corporation, with no buyout provision in the articles of organization or bylaws. When Walter, growing older, repeatedly asked Barbuto and Jordan to buy out his shares, they refused, and he was eventually voted out as president and director; he died five years later, and his executrix, Brodie (plaintiff), inherited his shares. The defendants then repeatedly withheld company information from her, voted down her attempt to become a director, and refused her own buyout requests. Brodie sued for breach of fiduciary duty; the trial court found the defendants had "frozen out" Brodie and ordered them to buy out her shares, and the defendants appealed only that buyout remedy.