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.
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.
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.