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Petitioners argue that decedent would have breached his
fiduciary duty to the other CamVic shareholders if he had
unilaterally altered the provisions of the agreement to his
advantage and the minority shareholders' detriment. As a result,
petitioners contend that the agreement, despite its literal terms,
was nevertheless binding on decedent during his lifetime.
Petitioners' argument is unpersuasive, as it is certainly not a
breach of any fiduciary duty for a majority shareholder to sell his
stock at the highest price possible. The original Buy-Sell
Agreement provided decedent with the ability to amend the agreement
in order to reflect a contemporary per-share price at which the
corporation would purchase a shareholder's stock upon his withdrawal
or at death.
The next issue is whether the terms of the Revised Agreement
executed in 1981 were binding on decedent. Pursuant to the Revised
Agreement, the holders of at least 87.5 percent of CamVic stock
could alter the terms of the agreement. While decedent held a
beneficial interest in only 86 percent of the corporation's stock,
his wife Marcella owned an additional 1.9 percent. Marcella did not
actively participate in the affairs of the corporation. With
Marcella's interest, decedent would have held the requisite amount
of stock ownership to alter the agreement. Decedent also could have
gained the required percentage if Marcella had predeceased him.19 We
19Had Marcella died, her stock would also have been subject
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