Christopher T. Beidel v. Sideline Software, Inc., 2013 WI 56

Sideline Software, Inc. is a private company with majority shareholder Hall and minority shareholder Beidel.
In 2004 Beidel and Hall executed a Stock Repurchase Agreement providing a put option and a two-year price-stipulation mechanism for shares.
Section 6 gives a put option upon termination without cause, requiring Sideline to buy elected shares at the price set in Sections 8/9.
Sections 8(b)-(c) provide a two-year price expiration and an alternative valuation by Sideline-selected appraiser if no new price is stipulated.
Beidel exercised the put on January 20, 2009 for 2,490 shares at the then-stipulated price of $1,600 per share, Sideline refused, Beidel sought specific performance for purchase at $1,600 per share.
The circuit court granted partial summary judgment to Sideline, then dismissed the equitable claim; the Court of Appeals reversed and remanded for equity-based balancing of Beidel’s claim.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether specific performance is an available remedy in this contract.	Beidel contends specific performance applies per contract.	Sideline argues damages suffice and no remedy should be specific performance.	Yes, specific performance is available as a remedy.
Whether there was a substantial breach warranting specific performance.	Beidel asserts Sideline’s delay to avoid the stipulated price breached the agreement.	Sideline asserts no breach or inadequate breach under contract terms.	There was a substantial breach requiring equity-based relief.
How the equities should be balanced and what the contract intended about termination.	Beidel argues equity favors forced sale at the stipulated price.	Sideline argues equities are neutral or against Beidel due to timing.	Equities must be weighed on remand; contract interpretation and termination timing are key.
Role of the covenant of good faith and fair dealing in this equitable claim.	Beidel contends covenant supports equitable relief.	Sideline argues covenant cannot override express contract terms.	Covenant remains relevant but does not override clear contract terms; remand to consider equities.

Ash Park, LLC v. Alexander & Bishop, Ltd., 324 Wis. 2d 703 (Wis. 2010) (specific performance governed by party intention when contract specifies remedies)
Chayka v. Santini, 47 Wis. 2d 102 (Wis. 1970) (covenant of good faith and fair dealing implied in contracts)
Super Valu Stores, Inc. v. D-Mart Food Stores, Inc., 146 Wis. 2d 568 (Wis. Ct. App. 1988) (good faith and fair dealing not a breach when acts are authorized by contract)
Swatek v. County of Dane, 192 Wis. 2d 47 (Wis. 1995) (summary judgment methodology in equity and contract claims)
Huntoon v. Capozza, 57 Wis. 2d 447 (Wis. 1973) (substantiality of breaches in determining specific performance)
Foseid v. State Bank of Cross Plains, 197 Wis. 2d 772 (Wis. Ct. App. 1995) (implied good faith may be independent of breach but not override express terms)
Brockmeyer v. Dun & Bradstreet, 113 Wis. 2d 561 (Wis. 1983) (at-will employment and wrongful discharge backdrop to contract rights)