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Court of Chancery Limits Turning Contracts Into Fiduciary Duties

Nemec v. Shrader, C.A. 3878-CC (April 30, 2009)

A contract right does not create a fiduciary duty. Here the plaintiffs had a contract that gave their former employer the right to buy back company stock at book value. The employer did so on the eve of a big transaction, greatly increasing the company's book value. The Court held that plaintiffs' contract did not give them the right to insist that the company hold off on stock redemption until the big deal was done.



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