OPINION
BOOCHEVER, Justice.
This appeal involves a dispute concerning the validity of certain shares of corporate stock improperly issued in exchange for a promissory note. The stock was the subject of a repurchase agreement between the corporation and its former manager-shareholder who paid the promissory note in full prior to commencement of the suit. Another issue involves whether the repurchase agreement can be rescinded because the book value, upon...
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