Smith v. Duff and Phelps, Inc.

Supreme Court of Alabama

Smith v. Duff and Phelps, Inc.

548 So. 2d 146, 1989 Ala. LEXIS 464, 1989 WL 99006

CourtSupreme Court of Alabama

DecidedJune 30, 1989

Docket88-223-CER

StatusPublished

Cited by2 cases

This text of 548 So. 2d 146 (Smith v. Duff and Phelps, Inc.) is published on Counsel Stack Legal Research, covering Supreme Court of Alabama primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Smith v. Duff and Phelps, Inc., 548 So. 2d 146, 1989 Ala. LEXIS 464, 1989 WL 99006 (Ala. 1989).

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Opinion

PER CURIAM.

Pursuant to Rule 18, A.R.App.P., this Court accepted the United States District Court’s certification of the following question:

“Pursuant to State of Alabama securities law, where a stockholder-employee of a corporation has, by contract, a duty to sell his stock in the corporation at the time of termination of his employment for a pre-established book value, does the corporation have a duty upon purchase of the stock to inform him of facts which tend to show that the stock is worth more than the book value?”

Because we perceive this question to be one that can be answered only in a full factual context and not in the abstract form as posed, we respectfully decline to answer. We observe, however, that before certifying the question to this Court, the District Court had denied the defendants' motion for partial summary judgment, and that within the context of the scant statement of facts accompanying the certification, we find no basis in Alabama law for reaching a legal conclusion contrary to that reached by the District Court.

ANSWER DECLINED.

HORNSBY, C.J., and MADDOX, JONES, SHORES, ADAMS, HOUSTON, STEAGALL and KENNEDY, JJ., concur.

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PER CURIAM.

Pursuant to Rule 18, A.R.App.P., this Court accepted the United States District Court’s certification of the following question:

“Pursuant to State of Alabama securities law, where a stockholder-employee of a corporation has, by contract, a duty to sell his stock in the corporation at the time of termination of his employment for a pre-established book value, does the corporation have a duty upon purchase of the stock to inform him of facts which tend to show that the stock is worth more than the book value?”

Because we perceive this question to be one that can be answered only in a full factual context and not in the abstract form as posed, we respectfully decline to answer. We observe, however, that before certifying the question to this Court, the District Court had denied the defendants' motion for partial summary judgment, and that within the context of the scant statement of facts accompanying the certification, we find no basis in Alabama law for reaching a legal conclusion contrary to that reached by the District Court.

ANSWER DECLINED.

HORNSBY, C.J., and MADDOX, JONES, SHORES, ADAMS, HOUSTON, STEAGALL and KENNEDY, JJ., concur.

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Bluebook (online)

548 So. 2d 146, 1989 Ala. LEXIS 464, 1989 WL 99006, Counsel Stack Legal Research, https://law.counselstack.com/opinion/smith-v-duff-and-phelps-inc-ala-1989.

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