Stender v. Archstone-Smith Operating Trust

BACHARACH, Circuit Judge.

This appeal grew out of a battle between the majority and minority owners of units in an investment vehicle. The majority unitholder wanted to merge, but this would require the minority to sell their units or convert them to shares in a newly created entity. The minority unitholders balked because they wanted to retain their original units, but the majority unitholder approved the merger, terminating the minority's units in the process. The termination of these units led the minority to sue.

Resolution of this suit largely turns on a classic issue of contract…