concurring in part and dissenting in part.
[¶ 57] I concur with Part III of the Majority Opinion relating to interpreting the ambiguity in the Buy-Sell Agreement share price provision. I respectfully dissent from the remainder of the Majority Opinion.
[¶ 58] I do not agree the district court’s decision was induced by an erroneous view *450of the law. Majority Opinion at ¶ 41. Nor do I agree the district court misapplied the law or failed to perform the analysis required under the North Dakota Business Corporation Act. Id. Rather, I think the Majority answers unnecessary questions and too easily surrenders to Minnesota and Massachusetts case law before articulating what, if any, gaps exist in our jurisprudence that require importation of substantive legal principles from those foreign adjudications.
[¶ 59] The Majority Opinion appears to be premised on the incorrect notion that the district court erred by failing to “determine whether [Kortum] was unfairly prejudiced under N.D.C.C. § 10-19.1-115(l)(b)(3).” Majority Opinion at ¶ 20. Careful attention to the structure and direction of N.D.C.C. § 10-19.1-115 as a whole shows that the district court followed the law. That section provides, “A court may grant any equitable relief it deems just and reasonable in the circumstances....” N.D.C.C. §10-19.1-115(1) (emphasis added). Therefore, even if relief might be warranted under the terms of the statute, award of that relief is addressed to the district court’s discretion. Brandt v. Somerville, 2005 ND 35, ¶ 10, 692 N.W.2d 144.
[¶ 60] But the statute does not leave the district court tabula rasa to determine whether equitable relief can be granted. Before deciding whether it can favorably exercise its discretion under N.D.C.C. § 10-19.1-115, the district court must apply and comply with terms of the statute, which I believe it did. Key among terms of the statute is the subsection providing:
“In determining whether to order equitable relief or dissolution, the court shall take into consideration the duty which all shareholders in a closely held corporation owe one another to act in an honest, fair, and reasonable manner in the operation of the corporation and the reasonable expectations of the shareholders as they exist at the inception and develop during the course of the shareholders’ relationship with the corporation and with each other. For purposes of this section, any written agreement, including an employment agreement and a buy-sell agreement, between or among shareholders or between or among one or more shareholders and the corporation is presumed to reflect the parties’ reasonable expectation concerning the matters dealt with in the agreement.”
N.D.C.C. § 10-19.1-115(4) (emphasis added).
[¶ 61] The Legislature did not give courts a free hand to determine “the parties’ reasonable expectation.” See id. The Legislature instead directed that the court presume documents executed by the parties reflect their actual intentions. Id. The Legislature also directed that “[a] written agreement among the shareholders of a corporation and the subscribers for shares to be issued, relating to the control of any phase of the business and affairs of the corporation, its liquidation and dissolution, or the relations among shareholders of or subscribers to shares of the corporation is valid and specifically enforceable.... ” N.D.C.C. § 10-19.1-83(1).
[¶ 62] These portions of the Business Corporation Act were created to allow shareholders to agree, while they were agreeable, to terms governing the financial consequences of their business affairs if the shareholders’ relations subsequently disintegrated. By failing to allow the district court to give legal effect to the presumptive effect of the shareholders’ agreement, the Majority erodes the certainty of contract and dilutes the Legislature’s clear intent to allow shareholders to control *451their future through a pre-dispute agreement.
[¶ 63] The controlling document in this case was created by the parties to manage their shareholder relations. By law, those terms are valid and “specifically enforceable.” N.D.C.C. § 10-19.1-83(1). According to the Buy-Sell Agreement, the shareholders, all medical doctors, presumably acting on legal advice, promised to each other:
“Termination of employment. If any Shareholder shall voluntarily or involuntarily terminate his employment with the Corporation, for any reason whatsoever, he shall sell his shares under the terms and conditions as set forth in paragraph 1 hereof.”
[¶ 64] This term is clear beyond dispute — any shareholder may be involuntarily separated from employment “for any reason whatsoever” — that is with or without cause. The district court correctly described this employment status as “at will.” If separation from employment occurs, the shareholder is obligated under the Agreement to sell his or her shares according to the terms in paragraph 1 of the Agreement and the corporation is obligated to tender the agreed upon share price. Although a written agreement likely will not be enforceable as a matter of law in all situations, here I believe this clear term of the Agreement leaves no room for Kortum’s claim she had, or could have, any “reasonable expectation” of continuing employment. I further believe this clear term leaves no reason to reverse the district court and no basis for the district court to conduct further proceedings on remand.
[¶ 65] The Majority disagrees and not only concludes the district court’s handling of this case was flawed, but that its reliance on Coleman v. Taub, 638 F.2d 628 (3d Cir.1981), was “misplaced.” Majority Opinion at ¶ 36. To the contrary, the district court’s analysis was correct in that the parties’ Buy-Sell Agreement left no room for expectations hostile to the express contractual terms, and in that relief was not available to Kortum under N.D.C.C. § 10-19.1-115. Moreover, the district court’s reliance was not “misplaced.” If anything, the district court’s reliance on the Coleman opinion was understated for not relying on that portion, stating: “[W]here all shares of the corporation are owned by only two shareholders and the public is not affected, there is no reason why an appeal to general fiduciary law should be used by either party as a pretext for evading his contractual obligations.” Id. at 636.
[¶ 66] Further direction can be taken from the Coleman court where it criticized the district court’s grant of relief, stating:
“In so doing, it summarily disregarded Coleman’s contractual commitment to Mr. Taub. This was not a contract to be found in the fine print of documents designed to govern rights between a publicly traded corporation and the passive investing public. Rather, the parties here carefully agreed to this language in the context of a close business relationship. The parties entered into that undisputed commitment at the time of Coleman’s employment and prior to his acquisition of ten shares of stock in this small, close corporation consisting of only two stockholders. Coleman has not complained that paragraph 11 is invalid. Such repurchase options ‘have been recognized as serving a number of legitimate business purposes, including restrictive ownership of corporate stock and have been generally upheld by the courts.’ The circumstances attending the sale of the stock and the unconditional requirement that Coleman commit himself to sell it back in the event of his *452termination of employment ‘for any reason whatsoever’ leave little doubt that Old Taub intended to avoid under all circumstances the risk of disruption from a dissident, disaffected ex-employee. On the other hand, Coleman bargained for the right to be a shareholder only while he remained an employee. He did not bargain for the privilege of being a dissident, litigious, outside minority stockholder and the obvious purpose of the buy-back clause was undoubtedly to avoid such a situation. If that was not the obvious purpose of the restrictive clause, it is at least a fair and reasonable inference to which defendants were entitled on a summary judgment motion. Such a purpose is practical, not uncommon, and not improper.”
638 F.2d at 637 (emphasis added) (citations and footnote omitted).4
[¶ 67] Returning to analysis of N.D.C.C. § 10-19.1-115, the Majority would have us ignore the explicit wording of the Buy-Sell Agreement in search of an answer to the unnecessary question whether, by enforcement of that Agreement, the corporation and the remaining officers and directors “acted in a manner unfairly prejudicial toward Kortum in her capacity as a shareholder-employee.” Majority Opinion at ¶21. Doing so, the Majority strays from the structure and wording of the statute which requires, as a condition precedent to the “unfairly prejudicial” inquiry, that “one or more of the circumstances described in that subdivision [10-19.1-115(l)(b) ] is established.” N.D.C.C. § 10-19.1-115(3). Kortum could not sustain that burden because she had no expectation of continued employment. Rather, she made a binding promise in the Buy-Sell Agreement to surrender her shares if her employment was terminated “for any reason whatsoever.”
[¶ 68] Kortum’s employment was terminated, and the corporation subsequently tendered the share price and demanded that Kortum surrender her shares in compliance with her contractual obligation. The district court made the following findings of fact:
“4. At the time the corporation was formed, Kortum and the individual Defendants knowingly signed a Buy-Sell Agreement.
“5. Pursuant to the Buy-Sell Agreement, if any shareholders’ employment was terminated voluntarily or involuntarily, for any reason whatsoever, that shareholder was required to sell his or her 5,000 shares to the Corporation for $1.00.
“6. Kortum did not have an employment contract with the Corporation.
“7. Kortum was an employee at-will.
“8. Kortum’s employment with the Corporation was involuntarily terminated on or about December 19, 2005.
“9. At the time of the termination, the Corporation offered to buy Kortum’s 5,000 shares for $1.00, pursuant to the Buy-Sell Agreement.”
[¶ 69] The district court’s findings demonstrate to me that it understood and properly applied the law to the facts of this case. Granted, the district court could have more clearly articulated its analysis *453under terms of the statute. However, this Court should not reverse based on the district court’s failure to parrot “magic words” of the controlling law. Moreover, Kortum is not asserting the district court’s findings are clearly erroneous, save the share price issue. Therefore, rather than reversing, this Court should be affirming the district court’s application of N.D.C.C. § 10-19.1-115 and affirming the district court’s judgment denying Kortum relief and dismissing this action based on current North Dakota law.
[¶ 70] In reaching its decision, the Majority cites Schumacher v. Schumacher, 469 N.W.2d 793 (N.D.1991), and Balvik v. Sylvester, 411 N.W.2d 383 (N.D.1987), for a description of a close corporation’s shareholders’ common law and statutory duties to one another. See Majority Opinion at ¶ 27. Not mentioned is that Balvik was decided under prior law, repealed in 1985, and that Schumacher relied on Balvik. See Balvik, at 385 n. 2; Schumacher, at 797. The Majority also does not account for our recent holding under current law that “because the legislature has provided extensive standards and remedies for violation of minority shareholders’ rights, there is no separate common law duty....” Lonesome Dove Petroleum, Inc. v. Nelson, 2000 ND 104, ¶ 29, 611 N.W.2d 154 (footnote omitted).
[¶ 71] The Majority attempts to dismiss this concern of mine by invoking footnote one of the Lonesome Dove opinion which states, “[C]ommon law as expressed in previous decisions of this Court may provide guidance in defining the parameters of the fiduciary dut[y].... ” Majority Opinion at ¶ 14 n. 1 (citing Lonesome Dove, at ¶ 29 n. 1). While it is tempting to try on this cloak of “guidance,” the notion should be cast aside because of our law providing: “In this state there is no common law in any case in which the law is declared by the code.” N.D.C.C. § 1-01-06.
[¶ 72] Similarly, the Majority’s aggressive importation of common law by way of citation to Minnesota cases is antithetical to the operation of North Dakota law which provides that N.D.C.C. ch. 10-19.1 displaced the common law. While it is true our Business Corporation Act was modeled after Minnesota’s Act, Majority Opinion at ¶ 22, Minnesota’s judicial opinions cited by the Majority were decided after North Dakota adopted N.D.C.C. ch. 10-19.1, and even after material modifications were made to N.D.C.C. § 10-19.1-115 in 1995. See 1985 N.D. Sess. Laws ch. 147 and 1995 N.D. Sess. Laws ch. 103, § 43. Therefore, when North Dakota adopted statutory provisions similar to those in Minnesota, it cannot be said North Dakota also adopted Minnesota’s subsequent widespread utilization of the common law.
[¶ 73] The Majority’s reliance on Minnesota judicial decisions most prominently includes citation to Gunderson v. Alliance of Computer Prof., Inc., 628 N.W.2d 173 (Minn.Ct.App.2001). Gunder-son is cited at least 18 times by the Majority. It cites Gunderson for a host of propositions ranging from the shareholders’ mutual duties to Minnesota’s application of its “reasonable expectation” test. See Majority Opinion at ¶¶ 28 and 29, respectively. Not mentioned, however, is that like Kortum in the instant case, Gunderson signed an agreement “specifically pro-vid[ing] for the involuntary removal of shareholders with or without cause.” Gunderson, at 186. Based on that unequivocal term, the Minnesota court held “no rational factfinder could conclude that the agreement did not reflect his reasonable expectations as a shareholder.” Id.
[¶ 74] Dismissal of Kortum’s claims of unmet “reasonable expectations” and “un*454fairly prejudicial” corporate conduct should be affirmed, just like dismissal of Gunderson’s similar claims was affirmed. See id. at 189. Because the Majority does not do so and for the other reasons articulated above, I respectfully dissent from the application of N.D.C.C. § 10-19.1-115 and from remand of the case on this issue.
[¶ 75] Daniel J. Crothers. Also curious is that the Majority characterizes the district court's reliance on Coleman "misplaced,” yet the Majority relies on the Minnesota Court of Appeals decision of Berreman v. West Pub. Co., 615 N.W.2d 362, 375 (Minn.Ct.App.2000). Majority Opinion at ¶ 31. Berreman favorably cites and relies on the Coleman decision, not for a probing analysis of how or when an employee became a share holder but for the simple proposition "that shareholder who signed buy-back agreement bargained for right to be shareholder only while employed.” Berreman, at 375.