Ritchie v. Rupe, 339 S.W.3d 275

RIC was a closely held family-influenced corporation with dominant shareholders Paula, Ritchie, and Lutes controlling 73.7% of voting stock; Buddy held 18% via a trust; no formal buy-sell, restriction, or first-offer existed.
Ann Rupe, as Buddy's Trust trustee, sued for shareholder oppression and sought a buyout of Buddy's Stock at fair value, plus attorney's fees on appeal.
Ann attempted to sell the Stock to third parties; management refused to meet with potential buyers, hindering due diligence.
Stasen, an outside marketer, testified management repeatedly refused to meet with prospective purchasers, making sale impossible.
The trial court ordered RIC to redeem the Stock for $7.3 million (jury-determined fair value) and awarded conditional appellate fees; the appeal challenged both the buyout amount and fee awards.
On appeal the court affirmed oppression finding and the buyout remedy in part, but remanded for fair market value determination including discounts and reversed the appellate-fee award.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Is buyout an available remedy for oppression?	Rupe supports buyout as appropriate relief.	Oppression remedies limited to receivership under statute.	Buyout is an available equitable remedy.
Were the defendants' actions oppressive?	Refusal to meet with buyers violated fair dealing.	Business judgment and management discretion allowed non-cooperation.	Appellants acted oppressively by refusing to meet with prospective purchasers.
Is the amount of buyout appropriate absent discounts?	Fair value includes lack of marketability/minority discounts.	Enterprise value without discounts, or proper FMV with discounts.	Valuation must be adjusted to reflect FMV with discounts; remand for proper value.
Should appellate attorney’s fees be awarded?	Fees justified under article 2.44(D) for withholding books/records.	No substantial evidence of withholding; fee award improper.	Appellate attorney’s fees are not recoverable.
Date of valuation and lack of marketability/minority discounts—proper framework?	June 30, 2006 date appropriate; discounts apply to FMV.	Date or discounts not properly applied; use FMV with discounts.	Remand to determine fair market value with appropriate discounts.

Patton v. Nicholas, 279 S.W.2d 848 (Tex. 1955) (equitable remedies tailored to case; receivership/rehabilitation permissible)
Davis v. Sheerin, 754 S.W.2d 375 (Tex.App.-Houston [1st Dist.] 1988) (buyout as equitable remedy when lesser remedies inadequate)
Willis v. Bydalek, 997 S.W.2d 798 (Tex.App.-Houston [1st Dist.] 1999) (oppression defined by reasonable expectations and fair dealing)
Sandor Petroleum Corp. v. Williams, 321 S.W.2d 614 (Tex.Civ.App.-Eastland 1959) (unrestricted stock and right to sell; transfer restrictions cannot impair)