Hayes v. Olmsted & Associates, Inc., 173 Ore. App. 259, 21 P.3d 178 (Or. Ct. App. 2001), involved a minority shareholder's claim for shareholder oppression.
In Hayes, the trial court found that the defendant majority shareholders engaged in oppressive conduct and one of the issues on appeal was what value to assign to the plaintiff's shares. The defendants argued that the appropriate value was $67 per share based on the terms of a stock purchase agreement that had been "consistently applied in redeeming the shares of other shareholders." 21 P.3d at 181, 182.
The plaintiff, on the other hand, argued that, because the defendants engaged in shareholder oppression, he was entitled to "the value of his proportionate interest in the corporation as a going concern, without consideration of any minority or marketability discounts that might be applicable in other circumstances." Id. at 180. The appellate court agreed with the plaintiff.
The court concluded that the value under the stock purchase agreement did not apply in the context of shareholder oppression, and that the plaintiff was "entitled to be compensated for the fair value of his stock, without regard to discounts applicable to other settings." Id. at 189.