observing that the word deliver ordinarily connotes transfer of possession and is accomplished by any act by which the deliverer irrevocably relinquishes possession and control in such a fashion that receipt of possession by the transferee is assured
How later courts described this case
- observing that the word deliver ordinarily connotes transfer of possession and is accomplished by any act by which the deliverer irrevocably relinquishes possession and control in such a fashion that receipt of possession by the transferee is assured
- acknowledging that other causes of action may be available under breach of fiduciary duty claim so long as not seeking additional compensation under theory of inadequate price
- Upon reversal and remand from the court of appeals, the case “is reinstated on the docket of the court below in precisely the same condition that obtained before the action that resulted in the appeal and reversal.”
- noting that corporation was considering complete or partial liquidation to prevent hostile takeover
Written by the judges who cited it.
The opinion
Douglas, J.,
concurring in part and dissenting in part. I concur in the judgment of the majority as to the determination of fair cash value. I only write separately to indicate my disagreement with the analysis of the majority on some of the issues such as the questions involving the Price Trust and the Armstrong authority. It is my judgment that the trial court did a remarkable job under difficult circumstances. Judge Walker’s disposition of the case should be reinstated in its entirety except for the determination of the fair cash value. It is understandable why Judge Walker would use the method he used to determine fair cash value rather than following the strict dictates of R.C. 1701.85(C). However, I read R.C. 1701.85(C) to be mandatory and therein lies my only disagreement with the trial court’s judgment. Whichever method is used, that adopted by the trial judge or the procedure outlined in R.C. 1701.85(C), will make very little difference in the ultimate fair cash value determination.
Accordingly, I would reverse the court of appeals and remand the cause to the trial court for the sole determination of fair cash value using the formula set out in R.C. 1701.85(C). I would reinstate the remainder of the judgment of the trial court in all respects.