Waters v. Double L, Inc.

BURNETT, Judge.

The Model Business Corporation Act, as adopted in Idaho, allows shareholders to dissent from certain corporate actions and to demand payment for their shares at fair value. In this case we must decide (1) whether a corporation’s actions triggered the right to dissent; (2) whether the shareholders’ conduct estopped them from asserting their rights as dissenters, and (3) whether, in any event, the corporation substantially complied with those rights. The district court held that dissenters’ rights had been triggered and that the dissenting shareholders were entitled to judgment…