Molbert v. Kornkven, 910 N.W.2d 888

Ralph and Beverly Molbert gifted H.O.M.E., Inc. shares to their children in 1992 and intended to restrict those shares so their son Lauris would control the bank/holding company.
In 1993 the family executed a stock purchase (shareholder) agreement restricting gifted shares and granting Lauris the irrevocable right to call siblings’ shares during specified call periods; purchase price defined as book value plus repayment of net shareholder loans. A 1997 amendment extended the call-right expiration.
Lauris served as a director and was active in bank operations; the estate plan and other forbearances by parents and corporate parties formed part of the context for the agreement.
In February 2015 Lauris exercised the call option; the siblings refused to transfer and he sued for specific performance to force sale at book value.
Siblings counterclaimed alleging the agreement was void for fraud (failure to disclose the book-value call option), lack of consideration, and breach of fiduciary duties; both sides moved for summary judgment.
The district court granted Lauris specific performance, held the agreement unambiguous and supported by adequate consideration, and dismissed fraud and fiduciary-duty claims; the court ordered transfer for book-value payment of $2,329,420.35.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Enforceability of call/right to require sale at book value	Lauris sought specific performance enforcing his call right to buy siblings’ shares at book value.	Siblings argued statute barring specific performance applies and agreement should not be enforced.	Court enforced the unambiguous call right and granted specific performance.
Adequacy of consideration supporting agreement	Siblings argued agreement lacked adequate/just consideration to compel specific performance.	Lauris argued written agreement is presumptive evidence of consideration and forbearances/estate planning provided additional consideration.	Court held there was adequate consideration (presumption plus external forbearances).
Fraud/non-disclosure of call provision	Siblings claimed Lauris committed fraud by not disclosing the book-value call option, vitiating consent.	Lauris asserted no misrepresentation; provision was in writing, available, and ratified by later signatures/communications.	Court found no evidence of actual or constructive fraud; provision was disclosed in signed documents and later correspondence.
Breach of fiduciary duty	Siblings alleged Lauris breached duties of loyalty/good faith by failing to disclose and using position to their detriment.	Lauris contended he did not breach duties because terms were disclosed and repeatedly provided and ratified.	Court held no fiduciary breach: siblings had the agreement and opportunities to read/ratify it.

Sorenson v. Bakken Invs., 895 N.W.2d 302 (N.D. 2017) (summary-judgment standard and de novo review)
Harrington v. Harrington, 365 N.W.2d 552 (N.D. 1985) (consideration and adequacy for specific performance)
American Bank Center v. Wiest, 793 N.W.2d 172 (N.D. 2010) (distinction between actual and constructive fraud affecting contract consent)
Prod. Credit Ass'n of Minot v. Geving, 218 N.W.2d 185 (N.D. 1974) (fraud claims fail where terms are plainly set forth in writings signed and available to parties)
David v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 440 N.W.2d 269 (N.D. 1989) (failure to read a signed document does not excuse ignorance absent fraud or prevention from reading)