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Burris & MacOmber, PLLC > Articles > Business Law > Shotgun Provisions You Must Be Willing to Sell For What You Offer to Pay

- Shotgun Provisions You Must Be Willing to Sell For What You Offer to Pay -

In Gries v. Plaza Del Rio Management Corp. and Harper, the Arizona Court of Appeals upheld a ruling by the trial court which had suspended and then dismissed an action for dissolution of a close corporation.  During the course of the litigation, one shareholder offered to purchase the shares of the other partner.  The parties agreement contained a “shotgun” provision, which provided that in the event one shareholder offers to buy the interest of another shareholder, the offering shareholder must be prepared to sell his shares for the same price he offered to buy the other’s shares.  Such a provision is designed to short-circuit a dispute that renders the business unmanageable.  It is also designed to require the parties to make reasonable offers to purchase/sell because if one shareholder offers to buy the other’s shares at a price far below market value, the offeror can be forced to sell his shares for that price.  Similarly, a shareholder who insists upon an inflated price for his shares, can be forced to purchase the others’ shares at the same inflated price.  Gries brought suit to dissolve the corporation and during the course of the litigation offered to buy Harper’s shares for $1.5 million.  Harper argued that the shotgun provision was inapplicable due to the fact that Gries had filed suit to dissolve the corporation, or, in the alternative, that her emotional attachment to the business would force her to match the inflated $1.5 million offer.  The trial court dismissed the lawsuit, saying the shotgun offer mooted the litigation and leaving it to the parties to decide who would pay the $1.5 million.  The Court of Appeals affirmed that ruling.

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