SMITH v. DUFF AND PHELPS, INC., 548 So.2d 146 (Ala. 1989)

548 So.2d 146

Vera SMITH, as executrix of the Estate of Robert J. Smith, deceased v. DUFF AND PHELPS, INC., a corporation, and Claire V. Hansen.

88-223-CER.Supreme Court of Alabama.
June 30, 1989.

Certified Question from the United States District Court, for the Middle District of Alabama, Northern Division.

Richard Gill, Jr. of Copeland, Franco, Screws Gill, Montgomery, and Edward C. Fitzpatrick of Lord, Bissell Brook, Chicago, Ill., for appellant.

Griffin Sikes, Jr. and Frank M. Wilson, Montgomery, for appellees.

PER CURIAM.

Pursuant to Rule 18, A.R.App.P., this Court accepted the United States District Court’s certification of the following question:

“Pursuant to State of Alabama securities law, where a stockholder-employee of a corporation has, by contract, a duty to sell his stock in the corporation at the time of termination of his employment for a pre-established book value, does the corporation have a duty upon purchase of the stock to inform him of facts which tend to show that the stock is worth more than the book value?”

Because we perceive this question to be one that can be answered only in a full factual context and not in the abstract form as posed, we respectfully decline to answer. We observe, however, that before certifying the question to this Court, the District Court had denied the defendants’ motion for partial summary judgment, and that within the context of the scant statement of facts accompanying the certification, we find no basis in Alabama law for reaching a legal conclusion contrary to that reached by the District Court.

ANSWER DECLINED.

HORNSBY, C.J., and MADDOX, JONES, SHORES, ADAMS, HOUSTON, STEAGALL and KENNEDY, JJ., concur.