AI Generated Opinion Summaries

This summary was computer-generated without any editorial revision. It is not official, has not been checked for accuracy, and is NOT citable.

Facts

The Plaintiffs, shareholders of First Alamogordo Bancorp, Inc., opposed a corporate merger and exercised their statutory rights under the New Mexico Business Corporation Act to obtain a judicial determination of the fair value of their shares. The parties could not agree on the valuation of the shares, leading to the filing of a petition in the district court.

Procedural History

• District Court, (N/A): The district court denied the Defendant's motion to strike the Plaintiffs' demand for a jury trial and certified the issue for interlocutory appeal.

Parties' Submissions

• Defendant (First Alamogordo Bancorp, Inc.): Argued that the stock valuation proceeding is a special statutory process that does not permit a jury trial and that the constitution does not require one.
• Plaintiffs (Shareholders): Asserted their entitlement to a jury trial, emphasizing the monetary nature of the relief sought and the historical analogy to common-law actions.

Legal Issues

• Whether dissenting shareholders are entitled to a jury trial in a statutory proceeding to determine the fair value of their shares under Section 53-15-4 of the New Mexico Business Corporation Act.

Disposition

• The Court of Appeals held that there is no statutory or constitutional right to a jury trial in such proceedings and reversed the district court's order.

Reasons

Per Donnelly J. (Chavez and Pickard JJ. concurring):

• The court analyzed Section 53-15-4(E) of the New Mexico Business Corporation Act and found no explicit provision granting a right to a jury trial. The statute's language, including the court's plenary and exclusive jurisdiction, indicates a legislative intent for the court, not a jury, to determine stock valuation.
• Historically, at the time of the adoption of the New Mexico Constitution, no common-law or statutory right to a jury trial existed for dissenting shareholders in stock valuation proceedings. The right to dissent and receive fair value is a statutory creation, not a common-law right.
• The court applied the three-pronged test from Scott v. Woods and concluded that the nature of the claim, its historical origins, and the practical limitations of a jury do not support a right to a jury trial. The valuation process involves judicial discretion and is better suited for a judge than a jury.
• The court emphasized that the statutory remedy is distinct from ordinary damages actions and bears similarities to condemnation and accounting actions, which historically were not tried to juries.
• The court reversed the district court's order and remanded with instructions to grant the Defendant's motion to strike the jury demand.