Johnson v. McAlpine 688 So.2d 203

A shareholder who withdrew from a professional law corporation filed a Petition for Damages against the professional law corporation and its remaining shareholders.  The Civil District Court entered Judgment in favor of the withdrawing shareholder for his expense reimbursements and for fees earned by the withdrawing shareholder in a case otherwise dismissed all of the other claims and counterclaims including the shareholder's claim that the corporation was obligated to repurchase his tendered shares.  On appeal, the Court of Appeal held that there was no employment contract between the former shareholder and the corporation at the time the former shareholder resigned.  The Court of Appeal further found that the plaintiff's resignation from the professional law corporation had not been given under duress.  Most importantly, the Fourth Circuit found that the Buy/Sell Agreement did not compel the corporation to acquire the withdrawing shareholder's shares.