Legal Question in Business Law in Oregon

Re: Stock Redemption Agreement

Given the amount in dispute, you should certainly consult with legal counsel in person. However, I can tell you that if the documents you signed were integrated (that is, they contain all the terms of the agreement) and there are no ambiguities, then the agreement is enforcable as written. However, it may not be enforcable unless your father signs the agreement, depending on the terms of the agreement. If the written agreement was intended to memorialize an agreement already reached, then you may be able to enforce the agreement as written. On the other hand, if both parties understood that the agreement would not be final until signed by both, then enforcement may be a problem. In that event, you would still have the right to exercise your voting shares as you choose. Also, Under Oregon law, majority shareholders in closely held corporations owe a duty to minority shareholders. If your father has the majority of shares, he must exercise that authority in a way that does not impair the value of your interest.

Re: Stock Redemption Agreement

If father signed the agreement at some point (not sure where you say "had" that this was intended versus "has"), I believe you would have a strong argument that you are bound only to sell the four shares, rather than the entire 104. I generally agree with Mr. Wilkinson's response, but would add that, under Oregon law, courts are generally unwilling to look beyond the express terms of an agreement if the agreement is clear and unambiguous on its face.

I have practiced in the area of securities and shareholder litigation for some time. If this is a matter you need to pursue further do not hesitate to give me a call.