Reed v. Triton Servs., Inc., 15 N.E.3d 936

Stockholders' Agreement requires sale of all Triton shares upon termination, with Triton first option to buy, then nonselling stockholders buy pro rata if Triton declines.
Paragraph 6 sets the purchase price formula; Paragraph 11 provides exclusive equitable remedies, including specific performance for shares.
Dispute centers on Reed's claimed ten shares vs Triton's position that he owned five, due to a prior agreement where Triton bought five shares.
Reed resigned effective December 18, 2009 and later worked as an independent contractor; Triton terminated in April 2010.
Trial court granted Reed a directed verdict on all 10 shares; Triton paid $90,000 toward shares 1-5 which was applied against the judgment.
Appellants appeal the directed verdict; Reed cross-appeals, challenging the damages remedy and seeking enforcement of the stock transfer under the Agreement.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Remedy type for breach	Reed sought money damages under contract	Remedy is specific performance per the Agreement	Specific performance is the sole remedy
Effect of equitable remedies clause	Agreement allows equitable defenses and remedies	Equitable remedies are exclusive and necessary	Paragraph 11 exclusivizes equitable remedies to specific performance
Mistrial/equitable defenses	Court harmed fair trial by restricting equitable defenses	Proper remedies and defenses were controlled by contract terms	Directing verdict on remedies foreclosed equitable defenses; error sustained

Worrell v. Multipress, Inc., 45 Ohio St.3d 241 (Ohio 1989) (valuation of closely held stock may be based on what a willing buyer would pay)
Endres Floral Co. v. Endres, 72 Ohio St.3d 526 (Ohio 1995) (stock transfers may warrant specific performance where stock has uncertain value)
Taylor v. Brown, 92 Ohio St.287 (Ohio 1915) (distinguishes between legal vs. equitable relief when specific performance is necessary)