Opinion
No. 89-0047.
January 24, 1990.
Appeal from the Circuit Court, Broward County, Richard Eade, J.
Lawrence M. Kasen of Alagia, Day, Marshall, Mintmire Chauvin, Miami, for appellant.
Thomas F. Luken, Fort Lauderdale, for appellees-Francis M. Hay and John T. Hay.
Joseph L. Mannikko of Frasier Mannikko, Port St. Lucie, for appellee-Acme Precision Products, Inc.
Affirmed on the authority of Martin v. Marlin, 529 So.2d 1174 (Fla. 3d DCA 1988).
The appellant, a minority shareholder in a close corporation, sued the appellees, former majority shareholders, for an alleged breach of fiduciary duty by selling the majority of shares in the corporation to a competing business. As a result of the sale appellant claims that his stock has decreased in value.
In Martin, the Third District recognized the general rule that majority shareholders owe no fiduciary duty to minority shareholders with respect to the sale of the majority stock. The effect of accepting appellant's claim would be to create an exception to the general rule when the sale is to a competing business and would result in the diminished valuation of the minority stock. We fail to see how such an exception could be recognized without substantially undermining the purpose of the general rule.
ANSTEAD, DELL and STONE, JJ., concur.