Noel v. Pathology Med. Servs.

Summary

The Nebraska Supreme Court affirmed summary judgment dismissing a pathologist's claims that a closely held professional corporation and its directors breached fiduciary duties and engaged in shareholder oppression by declining to renew his employment and redeeming his shares at book value. The court held that the governing employment agreement and bylaws, which Noel had approved, defeated any reasonable expectation of continued employment or a different redemption price, and Noel presented no contrary evidence. The court also held that the district court did not abuse its discretion in denying Noel's motions to compel discovery and to continue the summary judgment proceedings.