Daniels
Daniels v. Centennial Group, Inc.
Opinion
Opinion
Sills, J.
plaintiffs appeal after the trial court denied their motion for class certification.
Facts
This case basically involves the consolidation of six real estate limited partnerships (which the parties refer to as “the Centennial Partnerships”) and other private companies into a single corporate entity, defendant The Centennial Group, Inc., a Delaware corporation (which the parties call “New Centennial”). Plaintiffs Shirley Daniels, George Styre, David Robertson and Franklin Stooksberry (collectively the representatives) were former limited partners in the Centennial Partnerships. Suing on behalf of themselves and approximately 28,000 class members (those owning interests in the Centennial Partnerships at the time of the vote on the consolidation), the representatives alleged that former general partners of the Centennial Partnerships fraudulently induced approval of the consolidation by disseminating false and misleading solicitation materials. According to plaintiffs, defendants issued to themselves a disproportionate share of stock issued by New Centennial in connection with the consolidation.