In Acoustic Innovations, Inc. v. Schafer, 976 So.2d 1139 (Fla. App. 4th Dist. 2008), the court of appeals affirmed the imposition of a buy‐out remedy. In that case, there was an agreement between the two founders of a corporation that they would each receive 50% of the shares. One of the founders handled the incorporation and issued himself all of the shares. Thereafter, he refused to issue shares to the other founder and ultimately fired him. The ousted founder sued for a declaratory judgment that he was a shareholder and for involuntary dissolution and for breach of fiduciary duties. The trial court found that the plaintiff was a 50% shareholder. The trial court awarded the plaintiff 50% of the distributions that the other shareholder had taken out of the corporation since inception and awarded him almost $2 million for the value of his shares. Although the relief requested was dissolution, the court did not order the corporation dissolved; rather the court ordered the defendant to purchase the plaintiff’s shares for the value found by the court and imposed a constructive trust on all the shares of the corporation until the purchase was accomplished. The court of appeals affirmed in all respects. Although this case was not called an oppression case, that is clearly what it was.
Two recent cases involving the appraisal remedy also recognize that, in the corporate context, the court has the equitable power to fashion remedies that go beyond the statute. See Foreclosure Freesearch, Inc. v. Sullivan, 12 So.3d 771 (Fla. App. 4th Dist. 2009); Williams v. Stanford, 977 So.2d 722 (Fla. App. 1st Dist. 2008).