¶1Dissents saying:
¶2I agree with the trial court's conclusion that there was no breach of fiduciary duty. The trial court's opinion states in part:
"In 1983, Plaintiffs' stock was redeemed by Defendant Westhall. Regarding that transaction, Plaintiffs allege a breach of fiduciary duty in allegedly failing to disclose information and violation of Rule 10(bX5) of Section 10 (b) of the Securities Exchange Act of 1934.
Plaintiffs' Brief in Opposition to the Motion for Summary Judgment makes clear that there is no claim of fraudulent misrepresentation with regard to the transactions which are the subject of this lawsuit. In the subject transactions, Plaintiffs were represented by counsel and were represented by financial advisors, which facts were disclosed to Defendants.
"The parties' negotiations led to written redemption agreement in December 1983. Defendant corporation agreed to pay the book value for such stock, that being the price sought by Plaintiffs. Plaintiffs' counsel proposed a 'sharing' clause, whereby if the business was sold within one year of the transaction date, Plaintiffs would share proportionately in any additional sale price. Defendant corporation accepted this proposal.
"Nearly four years later, the business was sold at a substantially higher price than that which would have been established by book value in December 1983. …
¶3The trial court correctly found that there was no fiduciary duty to disclose information as to what the company might do in the future with respect to expenditures, sales and/or profits when the other party is represented by counsel and investment advisors and where there have been no misrepresentations of fact. I would affirm the judgment.