are illegal, oppressive, or fraudulent and the interests of the shareholder would be benefited by dissolution, or (b) the corporate assets are being misapplied. 15 P.S. § 2107(2)(3). While we find a breach of the majority's fiduciary duty we do not think that the extraordinary measure of dissolution is appropriate or necessary. Dissolution would not be beneficial as a practical matter nor in the best interest of the shareholders. Those corporations whose franchises have not expired are thriving enterprises and their success has not been imperiled by the hostility among the shareholders.
We must find a fair method of compensating Orchard for his interests in the seven corporations. The court will order the defendants to provide Orchard the fair value of his interest in the corporation. Such relief is adequate to redress his claim of breach of the fiduciary duty and is necessary to bring the business dealings of the parties to an end.
We note that the defendants argued in their Motion in Limine that such a remedy is unavailable to the plaintiff. Certain enumerated corporate changes allow a dissenting stockholder appraisal rights. 15 Pa.C.S.A. Section 1515. We agree that this exclusive remedy is defined by statute when the change or plan involves a sale of substantially all the corporate assets (15 Pa.C.S.A. Section 1311), certain amendments to the corporation's articles of incorporation (15 Pa.C.S.A. Section 1810) or merger or consolidation of the corporation (15 Pa.C.S.A. Section 1908). We grant similar relief here that is not proscribed by the statutory framework. Because the legislature has determined that the exclusive remedy for certain corporate acts shall be specifically defined by statute, it does not follow that the remedy is unavailable to redress other problems arising in the corporate setting. We are confronted here with a similar need of finding an adequate method of paying a shareholder for the taking of his property.
Orchard was offered $319,000 for his interest in the six original corporations. His interest in these corporations was 27.5%. The offer amount was based upon the formula used in the buy-out of the Chicago Group. The formula for redemption provided that the Chicago Group was to receive fifty cents for each dollar of gross sales recorded by these stores as of February 28, 1977. The offer amount did not include compensation for Orchard's interest in the Buffalo Road restaurant. Since the Chicago Group had no interest in the Buffalo Road Store, Orchard's interest in it at the time of the buy-out offer was 15%.
We find that the buy-out offer amount represents adequate compensation to Mr. Orchard resulting from the breach of the majority's fiduciary duty. It is adequate as of 1977 as to the six original corporations. Mr. Orchard is entitled to compensation for the Buffalo Road store and for interest to the present on the original amount offered when compensation for the Buffalo Road store is added to it. We will compute the value of Orchard's interest in the Buffalo Road store based upon a ratio of Orchard's percentage ownership in each of the original six corporations to the average amount offered in 1977 for each store. We do so in the interest of finality. Strict employment of the Chicago Group formula would serve to further protract this litigation and require examination of accounts records for the Buffalo Road store. In any event, the computation here is based on the 1977 figures and these were computed by use of the Chicago Group formula.
The average value offered at the rate of 27.5% for each of the six stores is one-sixth of $319,000 or approximately $53,167. This reflects compensation for a 27.5% interest in the value of receipts totalling $354,447 held in each restaurant. We think this figure should be applied to compute Orchard's interest in the Buffalo Road restaurant as well, notwithstanding his lower percentage of ownership. We think this is a fair figure in light of Covelli's failure to disclose that the Chicago Group had no interest in this restaurant. Orchard's interest in the six original restaurants, plus the Buffalo Road store amounts to $372,000. To this is added interest at 6% annum from February 28, 1977 totalling $22,320, (1978); $22,320, (1979); $22,320, (1980); $22,320, (1981); $22,320, (1982); $22,320, (1983); $22,320, (1984); $7,450 (February 28 - July 2, 1984) or $163,690. Interest added to compensation for the seven corporations equals $535,690. We enter judgment in favor of Orchard in this amount. In addition, to the extent any or all of these corporations remain liable for any balance of payment owed the Chicago Group for the original buy-out, this amount will be paid by the defendant.
As an additional matter, we find no basis for liability against Milligan, counsel for the corporation and Covelli, although we find nothing laudable in his conduct. He acted in his capacity as counsel for the corporations and as a member of the board of directors. His services were in response to the needs of the individual corporations and Covelli, and any benefit therefrom inured to them.
The judgment of the court terminates Mr. Orchard's interest in these enterprises and payment pursuant to the judgment shall be made forthwith.