Huntsville Industrial Associates, Inc. v. Cummings

3 Citing cases

  1. Offenbecher v. Baron Services, Inc.

    874 So. 2d 545 (Ala. 2003)   Cited 18 times
    In Ex parte Baron Services, Inc., 874 So.2d 545 (Ala.2003), the appraiser, as did the appraisers here, based his estimate on a capitalized earnings analysis, and in deriving the capitalization rate included percentages in the discount rate to account for the facts that the subject company was small and closely held.

    Ex parte Cater, 772 So.2d 1117, 1119 (Ala. 2000). The appraisal of the fair value of a dissenting shareholder's stock is a question of fact. Huntsville Indus. Assocs., Inc. v. Cummings, 292 Ala. 391, 398, 295 So.2d 251, 256 (1974). The trial court's interpretation of § 10-2B-13.

  2. Matter of Fair Value of Shares

    399 S.E.2d 678 (W. Va. 1990)   Cited 6 times
    Applying appraisal procedure in general corporate code to merger of state banks

    Joseph v. Shell Oil Co., 498 A.2d 1117 (Del.Ch. 1985); Rosenstein v. CMC Real Estate Corp., 168 Ill. App.3d 92, 118 Ill.Dec. 766, 522 N.E.2d 221 (1988); Yeager v. Paul Semonin Co., 691 S.W.2d 227 (Ky.App. 1985); Joseph v. Wallace-Murray Corp., 354 Mass. 477, 238 N.E.2d 360 (1968); Sifferle v. Micom Corp., 384 N.W.2d 503 (Minn.App. 1986); BankEast Corp. v. Galdi, 125 N.H. 280, 480 A.2d 136 (1984); Loengard v. Sante Fe Indus., Inc., 70 N.Y.2d 262, 519 N.Y.S.2d 801, 514 N.E.2d 113 (1987); Klurfeld v. Equity Enters., Inc., 79 A.D.2d 124, 436 N.Y.S.2d 303 (1981).Huntsville Indus. Assocs., Inc. v. Cummings, 292 Ala. 391, 295 So.2d 251 (1974); Greco v. Tampa Wholesale Co., 417 So.2d 994 (Fla.App. 1982), review denied, 431 So.2d 990 (Fla. 1983); Sarrouf v. New England Patriots Football Club, Inc., 397 Mass. 542, 492 N.E.2d 1122 (1986); Bache Co. v. General Instrument Corp., 42 N.J. 44, 198 A.2d 759 (1964); Bohrer v. United States Lines Co., 92 N.J. Super. 592, 224 A.2d 348 (1966). See generally 18A Am.Jur.2d Corporations § 807.

  3. Rudisill v. Arnold White Durkee

    148 S.W.3d 556 (Tex. App. 2004)   Cited 4 times

    Decisions from other jurisdictions indicate that corporations sell all or substantially all of their assets in the "usual and regular course" of their business only if the corporation's business is to buy and then sell real estate, businesses, or other investments so that it is anticipated that the corporation, at one or more points, will sell all or substantially all of its assets. See Sutherland v. Kaonohi Ohana, Ltd., 776 F.2d 1425, 1427 (9th Cir. 1985) (applying Hawaii law and holding that sale of corporation's only asset — a piece of real estate — was in the ordinary course of the corporation's business because the corporation was formed for the purpose of selling this asset); Huntsville Indus. Assocs., Inc. v. Cummings, 292 Ala. 391, 295 So.2d 251, 255 (1974) (stating that sale of all or substantially all of corporation's assets occurs in "usual and regular course of business" when the inherent nature of the corporation's business and the methods used to conduct that business are such that the corporation in the normal course of events sells all or substantially all of its assets and holding that sale in question was not in the usual and regular course of business because the corporation's business was to rent real estate); Vig v. Deka Realty Corp., 143 A.D.2d 185, 186-87, 531 N.Y.S.2d 633 (N.Y.App.Div. 1988) (holding sale of only significant asset was not in usual or regular course of corporation's business because corporation was in the business of managing the real-estate asset in question not in the business of selling it). In 1987, the Texas Legislature enacted a unique definition of "usual and regular course of business" that is not used in any other state.