Phillip L. Rosemann v. Roto-Die, Inc.

LOKEN, Circuit Judge.

Philip Rosemann is a minority shareholder of Roto-Die, Inc., a closely held corporation. He filed this diversity action to enforce a Stock Redemption Agreement, alleging that Roto-Die is obligated to purchase his shares of Roto-Die stock at their current fair market value. The district court granted summary judgment in favor of Roto-Die, concluding (i) that Rosem-ann’s prior state court action under a Missouri statute that protects shareholders who object to mergers created a res judi-cata bar to this action, and (ii) that the Stock Redemption Agreement unambiguously…