Charland v. Country View Golf Club, Inc.
Supreme Court of Rhode Island
588 A.2d 609
Gilbert Charland (plaintiff) owned 15 percent of Country View Golf Club, Inc. (defendant), a Rhode Island close corporation. Charland sued for judicial dissolution, alleging an officer's illegal conduct. Rather than dissolve, Country View elected under Rhode Island law to buy out Charland's shares at fair value. When the parties could not agree on price, the trial court appointed an appraiser, who valued the shares at $139,095 in a way that appeared to include both a marketability and a minority discount. Charland appealed, arguing he had not received fair value.
Whether a judicial valuation of a minority shareholder's shares in a corporate buyout, made in response to a dissolution petition, may include a minority or marketability discount.