Tryon v. Smith
Oregon Supreme Court
229 P.2d 251 (1951)
Relevant factsFree
Majority shareholder Smith (defendant) told Transamerica it would need to separately negotiate with minority shareholders, made no representations to them, and never disclosed he expected a higher price; the minority shareholders (plaintiffs) sold at $220 per share to Transamerica while Smith's family later sold at $460 per share, and the minority sued claiming a fiduciary duty to be informed of Smith's expected price.
IssueFree
Whether majority shareholders may sell their stock at any time and for any price without informing the minority shareholders, absent fraud or bad faith.