Franklin Capital Associates, L.P. v. Almost Family, Inc. f/k/a Caretenders Health Corporation

This appeal involves a dispute regarding a shareholders agreement negotiated as part of a merger between National Health Industries, Inc. and Senior Services Corporation. The merged companies became Caretenders Health Corporation. Franklin Capital Associates, a shareholder of Caretenders, filed this action against Caretenders alleging, inter alia, breach of the parties’ shareholders agreement. Franklin contends Caretenders failed to use its best efforts to register the stock issued in the merger. The trial court found Caretenders liable for failing to use its best efforts to register the shares under any registration form available, and awarded damages of $984,970 to Franklin.  Caretenders appeals contending the trial court erred by: (1) not requiring Franklin to prove Caretenders acted in bad faith, (2) determining Caretenders must use best efforts to register the stock under any registration form available, and (3) applying a 25% “block discount” to the net proceeds, rather than the price per share. Franklin appeals the denial of their request for prejudgment interest.  We affirm the trial court on the first two issues and the denial of prejudgment interest to Franklin but find the trial court incorrectly calculated the “block discount.”