Graydog Internet, Inc. v. Giller

Under ORS 60.952(6) the filing of a third party complaint constitutes “the filing of a proceeding.” “Proceeding” means a civil, criminal, administrative or investigatory action and a "filing" can only be attributed to the filing of the subsequent complaint containing a claim.

Graydog and Westervelt, the majority shareholder of a closely held corporation, appealed a trial court's limited judgment in favor to Giller, a minority shareholder in the corporation. ORS 60.952(6) allows closely held corporations to resolve certain shareholder claims through the mechanism of a forced buyout of the complaining shareholder’s shares for fair value. The filing of a third party complaint constitutes “the filing of a proceeding” under ORS 60.952(6). “Proceeding” means a civil, criminal, administrative or investigatory action. A filing can only be attributed to the filing of the subsequent complaint containing the claim. A filing also includes the filing of a new complaint alleging claims, regardless of whether it is joined to an existing action under ORS 60.952(1). Under ORS 60.962(1) the real character of some third-party claims is a claim of oppression against the majority shareholder. It is appropriate to place an emphasis on the “real” character of a claim when determining if there is a proceeding under ORS 60.952(1). Reversed and remanded.