The decision in Stender v. Archstone-Smith Operating Trust, 07-cv-02503, by U.S. District Judge William Martinez of the District of Colorado granting summary judgment to dismiss the class action is, on its face, a relatively straightforward contract case.

The plaintiffs—property owners in a real estate investment trust—alleged the controlling investors of the REIT violated the terms of the declaration of trust when they executed a reverse merger that forced the property owners to make a choice. Either they take a new class of equity in the new trust, one with less tax protections than they previously enjoyed. Or they accept the same per-share cash offer as any other shareholder when the deal was complete.

Martinez agreed with the defendants that they were plainly within their right to conduct the merger, given their majority stake in the REIT, without either allowing the plaintiffs to weigh in or providing them with an equal equity status as before.