Dorsey Wallace left his family’s business in 1994 but did not sell his shares as required by the company’s bylaws and a shareholder buy-sell agreement. When his brothers later sought to enforce the agreement, the trial court valued the shares as of 1994, applied a minority discount, and found his related fiduciary-duty claims moot. The Georgia Court of Appeals held that the buy-sell agreement superseded the inconsistent bylaw provision, but that the parties’ mutual failure to complete the required 60-day buyout waived that deadline. Dorsey breached the agreement in 2003 when he refused a renewed request to sell, so the shares had to be valued at that time rather than in 1994. The court also held that Dorsey continued to own the shares and that his fiduciary-duty and tortious-interference claims were not moot. It vacated the trial court’s order and remanded for further proceedings, including valuation without a minority-interest discount.