Draper v. Hay

555 So. 2d 1306, 1990 WL 4104

• Court: District Court of Appeal of Florida
• Decided: January 24, 1990
• Docket: 89-0047
• Status: Published

Opinion

555 So.2d 1306 (1990)

Thomas DRAPER, Appellant,
v.
Frances M. HAY, John T. Hay and Acme Precision, Appellees.

No. 89-0047.

District Court of Appeal of Florida, Fourth District.

January 24, 1990.

Lawrence M. Kasen of Alagia, Day, Marshall, Mintmire & Chauvin, Miami, for appellant.

Thomas F. Luken, Fort Lauderdale, for appellees-Francis M. Hay and John T. Hay.

Joseph L. Mannikko of Frasier & Mannikko, Port St. Lucie, for appellee-Acme Precision Products, Inc.

PER CURIAM.

Affirmed on the authority of Martin v. Marlin, 529 So.2d 1174 (Fla. 3d DCA 1988).

The appellant, a minority shareholder in a close corporation, sued the appellees, former majority shareholders, for an alleged breach of fiduciary duty by selling the majority of shares in the corporation to a competing business. As a result of the sale appellant claims that his stock has decreased in value.

In Martin, the Third District recognized the general rule that majority shareholders owe no fiduciary duty to minority shareholders with respect to the sale of the majority stock. The effect of accepting appellant's claim would be to create an exception to the general rule when the sale is to a competing business and would result in the diminished valuation of the minority stock. We fail to see how such an exception could be recognized without substantially undermining the purpose of the general rule.

ANSTEAD, DELL and STONE, JJ., concur.