McCallum v. Rosen's Diversified, Inc.

William McCallum (plaintiff) was CEO of Rosen's Diversified, Inc. (RDI) (defendant), a Minnesota close corporation, and in 1986 received 12,000 shares as a reward for good performance along with three other key employees. RDI later grew dissatisfied with McCallum and terminated him in 1991; when he sought $5 million for his shares, RDI countered with $600,000, about three percent of its total capital stock. McCallum sued, alleging RDI's controlling shareholders had treated him with unfair prejudice and seeking a court-ordered buy-out, but the trial court found no unfair prejudice and declined to order one.