Buckeye Corrugated v. Derycke, Unpublished Decision (11-26-2003) , 2003 Ohio 6321 ( 2003 )

{¶ 22} I respectfully dissent.

{¶ 23} The provisions of the Code §§ 14.3(A) and 14.3(B) were written to establish the price per share that would be paid for a repurchase of stock. Code § 14.3(A) determines the base price applied to the total outstanding shares to be paid per share of stock if the person is alive at the time of repurchase. Code § 14.3(B) is the computation used to determine the price per share for a deceased shareholder. The Code states that if "a share is purchased" from a deceased shareholder then "such shares" the value of which was determined in the computation of Code § 14.3(A), therefore the price per share of the total outstanding shares, should be increased.

{¶ 24} Code § 14.3(B) computation is based on the valuation of all outstanding share values as determined in § 14.3(A). Therefore, the value increase from the computation of § 14.3(B) must be applied to all the outstanding shares.