Montana Code 35-9-207. Court action to compel purchase
35-9-207. Court action to compel purchase. (1) (a) If an offer to purchase shares made under 35-9-206 is rejected or if no offer is made, the person exercising the compulsory purchase right may commence a proceeding against the corporation to compel the purchase in the district court of the county where the corporation’s principal office is located or, if there is no principal office in this state, in Lewis and Clark County.
Terms Used In Montana Code 35-9-207
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Person: includes a corporation or other entity as well as a natural person. See Montana Code 1-1-201
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See Montana Code 1-1-201
- Writing: includes printing. See Montana Code 1-1-203
(b)The corporation at its expense shall notify in writing all of its shareholders, and any other person the court directs, of the commencement of the proceeding.
(c)The jurisdiction of the court in which the proceeding is commenced under this subsection is plenary and exclusive.
(2)(a) The court shall determine the fair value of the shares subject to compulsory purchase in accordance with the standards set forth in 35-9-503, together with terms for the purchase.
(b)Upon making these determinations, the court shall order the corporation to purchase or cause the purchase of the shares or empower the person exercising the compulsory purchase right to have the corporation dissolved.
(3)After the purchase order is entered, the corporation may petition the court to modify the terms of purchase and the court may do so if it finds that changes in the financial or legal ability of the corporation or other purchaser to complete the purchase justify a modification.
(4)If the corporation or other purchaser does not make a payment required by the court’s order within 30 days of its due date, the seller may petition the court to dissolve the corporation and, absent a showing of good cause for not making the payment, the court shall do so.
(5)A person making a payment to prevent or cure a default by the corporation or other purchaser is entitled to recover the payment from the defaulter.