Tara Lynd v. Marshall County Pediatrics, P.c.

Summary

The court reversed the summary judgment for Marshall County Pediatrics, holding that the bylaws did not require valuation of Dr. Lynd's shares at book value under the obsolete statutory provision referenced in the bylaws. The bylaws contemplated a separate stockholder agreement that would establish the valuation method, but no such agreement was executed, and the bylaws did not create a perpetual fallback to book value. The court also held that Dr. Lynd had not established as a matter of law that she was entitled to fair-value valuation, so the matter was remanded for further proceedings.