Berrett v. Purser & Edwards

876 P.2d 367, 240 Utah Adv. Rep. 4, 1994 Utah LEXIS 40, 1994 WL 241827
CourtUtah Supreme Court
DecidedJune 2, 1994
Docket930341
StatusPublished
Cited by54 cases

This text of 876 P.2d 367 (Berrett v. Purser & Edwards) is published on Counsel Stack Legal Research, covering Utah Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Berrett v. Purser & Edwards, 876 P.2d 367, 240 Utah Adv. Rep. 4, 1994 Utah LEXIS 40, 1994 WL 241827 (Utah 1994).

Opinions

HOWE, Justice:

Plaintiff Barbara K. Berrett brought this suit under Utah Code Ann. § 16-11-13 to compel her former employer, a professional corporation, to repurchase her shares in the corporation or, in the alternative, to have the court dissolve and liquidate the corporation. The trial court dismissed her complaint for failing to state a claim upon which relief could be granted. Utah R.Civ.P. 12(b)(6). She appeals.

Berrett, a licensed attorney, is a shareholder in and was employed by a law firm formerly known as Purser & Berrett and currently known as Purser & Edwards. [368]*368The firm terminated her employment, and she now works for another law firm; however, she still owns her shares in Purser & Edwards. As she did with her old firm, Berrett practices mainly in insurance defense law with her new firm. Nothing in the articles of incorporation or bylaws of Purser & Edwards addresses the disposition of shares when a shareholder is no longer an employee, nor did Berrett have a private employment agreement dispositive of that question. On review, we accept the factual allegations in Berrett’s complaint as true, and we draw all reasonable inferences in a light most favorable to her. St. Benedict’s Dev. Co. v. St. Benedict’s Hosp., 811 P.2d 194, 196 (Utah 1991).

Section 16-11-13 of the Professional Corporation Act provides for the redemption of shares in a professional corporation. It states in part:

The articles of incorporation may provide for the purchase or redemption of the shares of any shareholder upon the death or disqualification of such shareholder, or the same may be provided in the bylaws or by private agreement. In the absence of such' a provision in the articles of incorporation, the bylaws, or by private agreement, the professional corporation shall purchase the shares of a deceased shareholder or a shareholder no longer qualified to own shares in such corporation within 90 days after the death of the shareholder or disqualification of the shareholder, as the ease may be. The price for such shares shall be their reasonable fair value as of the date of death or disqualification of the shareholder. If the corporation shall fail to purchase said shares by the end of said 90 days, then the executor or administrator or other personal representative of a deceased shareholder or any disqualified shareholder may bring an action in the district court of the county in which the principal office or place of practice of the professional corporation is located for the enforcement of this provision. The court shall have power to award the plaintiff the reasonable fair value of his shares, or within its jurisdiction, may order the liquidation of the corporation.

Utah Code Ann. § 16-11-13 (emphasis added). Berrett alleges that she is “no longer qualified to own shares” in the professional corporation of Purser & Edwards. Her argument assumes that “qualified,” under the statute, means no longer employed by that corporation. Purser & Edwards argues for a narrower interpretation, i.e., that “qualified” means only duly licensed in the particular profession and since Berrett is still a licensed attorney, she is not “disqualified” and cannot force repurchase of her shares.

The legislature has not provided specific definitions of “qualified” and “disqualified” in the Professional Corporation Act. See Utah Code Ann. §§ 16-11-1 to -15. In Riche v. North Ogden Professional Corp., 763 P.2d 1210 (Utah Ct.App.1988), aff'd mem., 784 P.2d 1126 (Utah 1989), the court of appeals examined the involuntary transfer of shares in a medical corporation from a bankrupt shareholder to a nonprofessional creditor of that shareholder. In upholding the transfer, the court provided insight into section 16 — 11— 13 and, specifically, into the terms currently in question: “ ‘Qualification’ and ‘disqualification’ refer, in this sense, to whether a shareholder is qualified to hold stock in the professional corporation, i.e., whether he or she is duly licensed as a member of the profession.” Id. at 1214 n. 7 (emphasis added). It appears that the trial court relied on this language in dismissing Berrett’s complaint.

Berrett argues that by employing the language “in this sense,” the court of appeals was specifically limiting this statement to the facts of Riche. She asserts that whether one is duly licensed in the particular field is merely a threshold question and that she can be disqualified from owning shares even though she is still licensed because she is no longer employed with Purser & Edwards. We believe that by using the phrase “in this sense,” the court of appeals was referring to section 16-11-13, not to the specific facts of Riche.

The court of appeals explained its rationale in defining “qualified” to mean duly licensed: “ ‘[Ljegislation extending the power to incorporate to professionals seeks to assure that corporate control will remain with persons’ licensed in the profession, and bound by the [369]*369same professional standards and ethics, by restricting the sale or transfer of stock to members of the profession.” Id. at 1213 (quoting Central State Bank v. Albright, 12 Kan.App.2d 175, 737 P.2d 65, 67 (1987)). There is nothing in Riche suggesting that “qualified” could additionally require an employment relationship.

In determining the scope of the term “qualified” in section 16-11-13, it is helpful to examine preceding sections within the same Act. Indeed, to interpret section 16-11-13, basic rules of statutory construction compel us to look at the Professional Corporation Act in its entirety. See Morton Int’l, Inc. v. Auditing Div., 814 P.2d 581, 591 (Utah 1991) (“[T]erms of a statute are to be interpreted as a comprehensive whole and not in a piecemeal fashion.”); CP Nat’l Corp. v. Public Serv. Comm’n, 638 P.2d 519, 523 (Utah 1981) (doubtful words are to be determined in light of their association with surrounding words and phrases).

Three preceding sections shed light on who may own shares in a professional corporation. Section 16-11-7 provides:

A professional corporation may issue the shares of its capital stock only to persons who are duly licensed to render the same specific professional services as those for which the corporation was organized. A shareholder may voluntarily transfer his shares in a professional corporation only to a person who is duly licensed to render the same specific professional services as those for which the corporation was organized. Any shares issued in violation of this section are void.

Thus, shares may be issued

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Bluebook (online)
876 P.2d 367, 240 Utah Adv. Rep. 4, 1994 Utah LEXIS 40, 1994 WL 241827, Counsel Stack Legal Research, https://law.counselstack.com/opinion/berrett-v-purser-edwards-utah-1994.