Miller, Presiding Judge. This dispute arises from the forced sale of one brother’s stock in a family-owned business, Wallace Electric Company. Dorsey “Doss” Wallace, and his brothers, Phillip and Gary, all worked for Wallace Electric and owned stock in the company. After Doss stopped working for Wallace Electric in 1994, he did not sell — and the company did not even attempt to buy — his stock as was required by the company Bylaws and the shareholders’ Buy-Sell Agreement (“the Agreement”). When Phillip asked Doss about returning the shares in 2003, Doss unequivocally refused. Several years later, Doss filed a complaint alleging that Phillip and Gary breached their fiduciary duty towards him as a shareholder. During the ensuing litigation, both parties sought specific performance of either the Bylaws or the Agreement. Following a bench trial, the trial court found that Doss breached the Agreement when he did not return the stock in 1994, and it valued Doss’s shares as they would have been valued in 1994, with a reduction for the minority interest Doss held. Doss now appeals. After a thorough review of the record and the applicable law, we conclude that the trial court erred in determining that Doss was required to sell his shares at the 1994 value and in applying a minority interest discount to the value of the stock. Instead, the trial court should have valued Doss’s shares in 2003 when he breached the Agreement by refusing to sell his shares. Moreover, because we conclude that Doss continued to hold his shares until he breached the Agreement in 2003, the trial court erred in finding that Doss’s claims for breach of fiduciary duty and tortious interference were moot. Accordingly, we vacate the trial court’s order, and remand the case for further proceedings.“Appeals from bench trials, where the trial judge sits as the trier of fact and has the opportunity to assess the credibility of the witnesses, are reviewed under the clearly erroneous standard. We will not disturb a trial court’s findings if there is any evidence to support them.” (Citations and footnotes omitted.) Jenkins v. Sallie Mae, Inc., 286 Ga. App. 502 (649 SE2d 802) (2007). Questions of law are reviewed de novo. Lewis v. McNeely, 336 Ga. App. 696 (783 SE2d 172) (2016). The facts of this case are undisputed. Wallace Electric is a family-owned company that was incorporated in 1959 by the parties’ father. The father was head of Wallace Electric and controlled the business until his death in 2000. After the father died, Gary, as president, and Phillip, as vice president, controlled Wallace Electric, increasing the company’s profitability substantially.The stated purpose of the company is to make a profit. Additionally, because Wallace Electric was designed to be a family-owned business, only current employees of the company could retain stock. Pursuant to Wallace Electric’s Bylaws, enacted in 1959, the retention and sale of stock were controlled as follows:[I]f the employment of any stockholder or officer is terminated, for any reason, the corporation shall have the right and duty to purchase all the stock of said employee or officer and the former officer or employee shall be obligated to sell his stock pursuant to these bylaws.
The purchase price, in any event, shall be the book value of the stock (as of the time of said notice) as determined according to accepted accounting practices, and shall be binding upon the parties.
