Bayberry Associates, Plaintiffs-Appellees v. R. Lewis Jones, George Cate, Jr., James Gregoric, Robert McCullough…

Summary

Reviewing three consolidated shareholder suits against directors of Comdata Network, Inc., the Tennessee Supreme Court first held that the Chancellor's order denying class certification could not properly be made final under Tenn.R.Civ.P. 54.02 while the named plaintiff pursued an individual claim, because such orders are inherently interlocutory and adjudicated no claim of any party; the Court of Appeals' opinion in Bayberry Associates was therefore vacated for lack of appellate jurisdiction. Applying uncontested Maryland substantive law, the Court held that the Doyle and Surgent complaints state direct claims rather than derivative ones: the directors allegedly breached duties owed directly to shareholders by rejecting FFMC's higher offer to preserve their positions and obtain personal benefits, the shareholders have no statutory appraisal remedy for NYSE-traded shares, and only shareholders — not the corporation about to be merged out of existence — would benefit from any recovery. The Court of Appeals judgments in Doyle and Surgent were affirmed and remanded for further necessary proceedings.