Gilliland v. USCO Power Equipment Corp.
Decision Date | 14 January 1994 |
Citation | 631 So.2d 938 |
Parties | William H. GILLILAND and Elsie B. Gilliland v. USCO POWER EQUIPMENT CORPORATION and Ted Lankford. 1920635. |
Court | Alabama Supreme Court |
Andrew P. Campbell, Eddie Leitman, S. Lynne Stephens and K. Phillip Luke of Leitman, Siegal, Payne & Campbell, P.C., Birmingham, for appellants.
Frank M. Bainbridge of Bainbridge, Mims & Rogers, Birmingham, for appellees.
The plaintiffs appeal from a dismissal of their complaint pursuant to Rule 12(b)(6), Ala.R.Civ.P. "Motions to dismiss should be granted sparingly, and a dismissal is proper only when it appears beyond doubt that the plaintiff can prove no set of facts in support of the claim which would entitle the plaintiff to relief." Hill v. Kraft, Inc., 496 So.2d 768, 769 (Ala.1986); Fraternal Order of Police, Strawberry Lodge # 40 v. Entrekin, 294 Ala. 201, 314 So.2d 663 (1975).
After a careful review of the record, the briefs, the oral arguments, and the law, we conclude that the complaint states a claim on which relief can be granted. See, e.g., Ex parte Brown, 562 So.2d 485 (Ala.1990).
REVERSED AND REMANDED.
After studying the complaint in this case and the majority opinion in Ex parte Brown, 562 So.2d 485 (Ala.1990), I am persuaded that, under our standard for reviewing Rule 12(b)(6), A.R.Civ.P., dismissals, we must reverse and remand; however, I wish that we would clarify the nature of the cause of action for oppression or squeeze-out of minority stockholders and the rules regarding standing to bring such an action.
I do not know how broad our cause of action for oppression or squeeze-out of minority stockholders is (Ex parte Brown, supra (Houston, J., dissenting)) or whether it sounds in tort or in contract (Fulton v. Callahan, 621 So.2d 1235, 1254-55 (Ala.1993) (Houston, J., concurring specially)); however, in Ex parte Brown, 562 So.2d at 492, the majority of this Court wrote the following:
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