Albert Trostel & Sons v. Notz

Dist. Ct. did not err in denying defendants' motion to dismiss action by plaintiff-corporation seeking to have defendants' stock in said corproation appraised where defendants-dissenting shareholders opposed attempt by majority shareholders to acquire defendants' stock via freezeout merger. Plaintiff satisfied all requirements for diversity jurisdiction, and Ct. rejected defendants' contention that Wisc. statute, that required that appraisal action be brought in circuit court of county where corporation's principal office is located, essentially deprived Dist. Ct. of jurisdiction to resolve instant matter since, according to defendants, all of Wisconsin's corporate law was part of corporation's articles of incorporation. Moreover, record supported Dist. Ct.'s valuation of stock at $11,900 per share, and Dist. Ct. could properly exclude from said valuation potential dervative action belonging to corporation where corporation's litigation committee found that value of said cause of action would not equal litigation costs.