Stephen P. Sander Anne Q. Sander, Husband and Wife, Plaintiffs-Appellants-Cross-Appellees v. Weyerhaeuser Company, Defendant-Appellee-Cross-Appellant

Sander appeals the summary judgment dismissal of his action against Weyerhaeu-ser. He contends that Weyerhaeuser’s failure to disclose a material valuation study during an arbitration hearing resulted in the undervaluation of his shares. His federal court action alleged violations of both federal and state securities laws. Weyerhaeuser cross appeals the court’s denial of its summary judgment motion that alleged that Sander’s claims were impermissible collateral attacks on the arbitration award.

I

This dispute arises from Weyerhaeuser’s acquisition of 80% of Great Northern Annuity Company’s (GNA) common stock in 1983. Sander and another shareholder held the remaining 20%. Weyerhaeuser had an option to buy the remaining shares after June 1988.

Sander was terminated as a GNA employee in February 1984. Under an amendment to the shareholders’ agreement, Wey-erhaeuser promised to buy Sander’s shares at their fair market value on June 30, 1985. An arbitration panel would determine the fair market value. The panel would have two partisan arbitrators who would choose a third neutral arbitrator. Before the arbitration began, the parties agreed to exchange their experts’ valuations.

The…