Hollis v. Hill

Equal 50/50 owners Hollis (plaintiff) and Hill (defendant) ran First Financial USA together until their relationship soured; Hill stopped paying Hollis's salary, threatened to shut down their jointly owned broker-dealer, secretly diverted part of FFUSA's business into his own sole proprietorship, withheld financial reports, and ultimately terminated Hollis as vice president and made a capital call against him. Hollis sued for shareholder oppression and breach of fiduciary duty, seeking dissolution; the district court found Hill's conduct oppressive, ordered Hill to buy out Hollis's shares instead of dissolving the company, and backdated the buyout valuation to when the oppression began, prompting Hill's appeal.