No. 11-0447.

443 S.W.3d 856 (2014)

Lee C. RITCHIE, et al., Petitioners, v. Ann Caldwell RUPE, As Trustee for the Dallas Gordon Rupe, III 1995 Family Trust, Respondent.

Supreme Court of Texas.

Decided June 20, 2014.

Rehearing Denied October 24, 2014.

Attorney(s) appearing for the Case

Eric Thomas Stahl , Law Offices of Frank L. Branson, P.C., Dallas, TX, for Amicus Curiae Cruz, M.D., Erwin.

John Richard Fahy , Whitaker Chalk Swindle & Schwartz PLLC, Fort Worth, Rex S. Whitaker , Baird, Crews, Schiller & Whitaker, P.C., Temple, Wayne Martin Whitaker , Whitaker Chalk Swindle & Schwartz PLLC, Fort Worth, TX, for Amicus Curiae Fahy, John R. Wayne Whitaker and Rex Whitaker.

Carol Bavousett Mattick , Attorney at Law, San Antonio, TX, for Amicus Curiae Mattick, Carol Bavousett.

Elizabeth Stone Miller , Attorney and Professor of Law, Waco, TX, for Amicus Curiae Miller, Elizabeth S.

Marc I. Steinberg , SMU Dedman School of Law, Dallas, TX, for Amicus Curiae Steinberg, Marc Robert A. Ragazzo, Alan R. Bromberg, Joseph K. Leahy, Bruce A. McGovern, Gary S. Rosin, and David Simon Sokolow.

Peter M. Kelly , Kelly, Durham & Pittard, L.L.P., Houston, TX, for Amicus Curiae Texas Trial Lawyers Association.

Amy Elaine Davis , Katherine Khristine Elrich , Hermes Sargent Bates LLP, Hilaree A. Casada , Cowles & Thompson, P.C., Robert B. Gilbreath , Hawkins Parnell , Thackston & Young LLP, Dallas, TX, for Petitioner.

Brett David Kutnick , Hankinson LLP, Charla G. Aldous , Aldous Law Firm, Jeffrey S. Levinger , Levinger PC, Steven E. Aldous , Forshey & Prostok LLP, Dallas, TX, for Respondent.

Justice BOYD delivered the opinion of the Court, in which Chief Justice HECHT, Justice GREEN, Justice JOHNSON, Justice LEHRMANN, and Justice DEVINE joined.

In this case, a minority shareholder in a closely held corporation alleged that the corporation's other shareholders, who were also on the board of directors, engaged in "oppressive" actions and breached fiduciary duties by, among other things, refusing to buy her shares for fair value or meet with prospective...


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