Massachusetts General Laws

Mass. Gen. Laws ch. 156B, § 98 (2026)

Exclusive remedy; exception

✓ current as of July 2026

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Section 98. The enforcement by a stockholder of his right to receive payment for his shares in the manner provided in this chapter shall be an exclusive remedy except that this chapter shall not exclude the right of such stockholder to bring or maintain an appropriate proceeding to obtain relief on the ground that such corporate action will be or is illegal or fraudulent as to him.

Notes of Decisions

Cited in 9 cases, 1968–2018 · leading case: Coggins v. New England Patriots Football Club, Inc., 492 N.E.2d 1112 (Mass. 1986).

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Coggins v. New England Patriots Football Club, Inc., 492 N.E.2d 1112 (Mass. 1986). · cites it 4× “They rely on G. L. c. 156B, § 98 (1984 ed.). 12 In the defendants’ view, “the Superior Court’s finding of liability was premised solely on the claimed inadequacy of the offering price.”

Pupecki v. James Madison Corp., 382 N.E.2d 1030 (Mass. 1978). · cites it 3× “The principal question before us is whether the allegations would be sufficient, if proved, to constitute illegality or fraud under G. L. c. 156B, § 98, so as to entitle the plaintiff to relief other than appraisal of his shares.”

Allison v. Eriksson, 98 N.E.3d 143 (Mass. 2018). · cites it 2× “156C, § 60 ( b ), must nonetheless be the exclusive remedy here because, unlike G. L. c. 156B, § 98, or G. L. c. 156D, § 13.”

Horizon House-Microwave, Inc. v. BAZZY BAZZY, 486 N.E.2d 70 (Mass. App. Ct. 1985). “” G. L. c. 156B, § 98, inserted by St. 1965, c.”

Sullivan v. First Massachusetts Fin. Corp., 569 N.E.2d 814 (Mass. 1991). “G. L. c. 156B, § 98. The plaintiffs as a class alleged various acts of wrongdoing against Buchanan, Massbank, and First Massachusetts.”

Pavlidis v. New England Patriots Football Club, Inc., 675 F. Supp. 696 (D. Mass. 1987). “M.G.L. c. 156B, § 98. However, this section merely provides that the appraisal remedy is not the exclusive remedy where a shareholder feels that the merger was wrongful; it does not, however, permit a shareholder to avoid election of a remedy.”

Joseph v. Wallace-Murray Corp., 238 N.E.2d 360 (Mass. 1968). “The plaintiff contends, however, that the statute “does not change the rule,” citing in this regard G. L. c. 156B, § 98. 1 The plaintiff reads the words “such stockholder” in the section cited as referring “to a stockholder who is engaged in the enforcement of his appraisal…”

Gut v. MacDonough, 23 Mass. L. Rptr. 110 (Mass. Super. Ct. 2007). “The remedy for disgruntled minority shareholders, according to the defendants, is to exercise their apprisal rights pursuant to G.L.c. 156B, §98. These two approaches involve substantially different degrees of judicial scrutiny and substantially different methodologies in order…”

Holmes, Inc. v. Sarkis, 2 Mass. Supp. 546 (Mass. Super. Ct. 1981). “Green, to look to the underlying Second Circuit decision for support in reasoning that the conduct complained of here could be considered “fraudulent” as to minority shareholders as that term is used in G.L. c. 156B, § 98. See Note, “Suits for Breach of Fiduciary Duty Under Rule…”

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