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Lynd v. Marshall Cnty. Pediatrics, P.C.

Citation: 263 So. 3d 1041Docket: 1160683

Court: Supreme Court of Alabama; April 27, 2018; Alabama; State Supreme Court

Narrative Opinion Summary

In this case, a physician appealed a trial court's summary judgment regarding the valuation of her shares in a professional corporation following her resignation. The primary legal issue centered on whether the shares should be valued at fair market value under Alabama Code § 10A-4-3.02, as Dr. Lynd asserted, or at book value according to the corporation's bylaws, as contended by the remaining shareholders. The bylaws, which function as a contract among the shareholders, did not explicitly dictate a valuation method in the absence of a stockholder agreement. The trial court granted summary judgment in favor of the corporation, valuing the shares at book value. Dr. Lynd's appeal argued that this valuation was incorrect and that fair value should apply. The appellate court conducted a de novo review, ultimately finding that the trial court erred by applying book value without considering whether Dr. Lynd was disqualified under the relevant statute. The court reversed and remanded the case, emphasizing the need for a valuation method aligned with the statutory provision that requires fair value upon disqualification. The outcome reflects ongoing uncertainty regarding the proper interpretation of corporate bylaws and statutory mandates in the absence of a definitive stockholder agreement.

Legal Issues Addressed

Bylaws as Contracts among Shareholders

Application: The court analyzed the bylaws as a binding contract among the members of MCP, emphasizing that the interpretation of bylaws must adhere to their plain language and cannot substitute for a stockholder agreement.

Reasoning: The court recognizes that the constitution, bylaws, and regulations of a voluntary association form a binding contract among its members, as established in prior cases.

Disqualification under Alabama Corporate Law

Application: Dr. Lynd's claim for fair value under Alabama Code § 10A-4-3.02 required proof of her disqualification status, which she could not substantiate since she was licensed in another state.

Reasoning: While it is undisputed that Dr. Lynd is not licensed to practice medicine in Alabama, she has not shown she is unlicensed in any qualified state.

Standard of Review for Summary Judgment

Application: The appellate court applied a de novo standard of review to the trial court's summary judgment, focusing on whether the trial court correctly interpreted the legal principles and bylaws.

Reasoning: Questions of law in summary judgment are reviewed de novo.

Valuation of Shares in Professional Corporations

Application: Dr. Lynd contended her shares should be valued at fair market value under Alabama Code § 10A-4-3.02, which mandates fair value for share redemption in professional corporations upon a shareholder's disqualification.

Reasoning: Dr. Lynd valued her shares at $230,000 based on 10A-4-3.02, but the other three physicians contended that the valuation should adhere to the book value outlined in the former 10-4-228, Ala. Code 1975, which was referenced in the bylaws.