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Keywords

contractbreach of contractappealmotionsummary judgmentgood faithbad faithspecific performancemotion for summary judgment
contractbreach of contractappealmotionsummary judgmentgood faithbad faithspecific performancemotion for summary judgment

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Beidel v. Sideline Software, Inc., 348 Wis.2d 360, 2013 WI 56, 842 N.W.2d 240

Facts

Christopher Beidel, a minority shareholder in Sideline Software, Inc., sought specific performance of a stock-repurchase agreement after the company refused to buy his shares at the stipulated price of $1,600 per share. Beidel claimed that Sideline planned to terminate him to avoid paying the stipulated price, which led him to exercise his put option under the agreement. When Sideline denied his request, Beidel filed a claim for specific performance, arguing that the company was acting in bad faith by delaying his termination until the stipulated price expired.

Christopher Beidel, a minority shareholder in Sideline Software, Inc., sought specific performance of a stock-repurchase agreement after the company refused to buy his shares at the stipulated price of $1,600 per share. Beidel claimed that Sideline planned to terminate him to avoid paying the stipulated price, which led him to exercise his put option under the agreement. When Sideline denied his request, Beidel filed a claim for specific performance, arguing that the company was acting in bad faith by delaying his termination until the stipulated price expired.

Issue

Whether Beidel is entitled to specific performance of the stock-repurchase agreement at the stipulated price after Sideline refused to honor his exercise of the put option.

The question presented by the claim is whether Beidel is entitled to specific performance of the repurchase of his shares at the stipulated price of $1,600 each after Sideline refused to honor Beidel's exercise of his put option under the agreement.

Rule

Specific performance is available as a remedy when there has been a substantial enough breach of contract, and the court must balance the equities involved in the case, including the implied covenant of good faith and fair dealing.

Specific performance is available as a remedy when there has been a substantial enough breach of contract, and the court must balance the equities involved in the case, including the implied covenant of good faith and fair dealing.

Analysis

The court found that Sideline's motion for summary judgment did not adequately address the equitable considerations necessary for a specific performance claim. It noted that the circuit court failed to weigh the equities involved, particularly whether Sideline's actions constituted a breach of the implied covenant of good faith and fair dealing. The court emphasized that the balancing of equities is essential in determining the appropriateness of specific performance as a remedy.

The court found that Sideline's motion for summary judgment did not adequately address the equitable considerations necessary for a specific performance claim. It noted that the circuit court failed to weigh the equities involved, particularly whether Sideline's actions constituted a breach of the implied covenant of good faith and fair dealing.

Conclusion

The Supreme Court affirmed the court of appeals' decision, holding that summary judgment was improperly granted and remanding the case for further proceedings to evaluate the claim for specific performance.

The Supreme Court affirmed the court of appeals' decision, holding that summary judgment was improperly granted and remanding the case for further proceedings to evaluate the claim for specific performance.

Who won?

Christopher Beidel prevailed in the case because the Supreme Court found that the circuit court had not properly considered the necessary equitable factors in granting summary judgment to Sideline.

Christopher Beidel prevailed in the case because the Supreme Court found that the circuit court had not properly considered the necessary equitable factors in granting summary judgment to Sideline.

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