Berrett v. Purser & Edwards
In Berrett v. Purser & Edwards, 876 P.2d 367, 368 (Utah 1994) a plaintiff-attorney was fired by her firm. She then requested that the firm repurchase her shares in the professional corporation because, she alleged, she was no longer "qualified" to hold corporate shares. Id.
The Utah Supreme Court, however, held that the Utah statute referred only to individuals who were no longer licensed in the corporation's profession. Id. at 369. The court concluded that the phrase "no longer qualified" did not refer to an employee whose employment relationship had been terminated, but who still was appropriately licensed. Id. at 370.
The court gave the term "qualified" "its logical and consistent meaning within the entire Professional Corporation Act," noting that if the court added to that meaning it would be exceeding its authority and legislating from the bench. Id. Moreover, in response to the plaintiff's claim that deeming her to be "qualified" to own shares would result in unethical ramifications, the court opined that such concerns could not alter the statute's meaning and that such employee-shareholders must take responsibility for their own failure to protect themselves in the event of termination from their firm. Id. at 371.