"StufftFarmswasaMontanacorporationthatownedandoperatedafamilyfarm.Theonlyshareholderswerefivefamilymembers.Thebylawsincludedashare-transferrestrictionstatingthatnoshareholderhadtherighttosellhershareswithoutfirstofferingthe shares to the corporation and shareholders at book value.NeilJohnsonofferedtopurchaseallofStufftFarms'sshares.Hisofferwascontingentuponallofthesharesbeingtenderedtohim.Whenfourshare-holders accepted Johnson's offer, the fifth shareholder, David Stufft, who did not accept the offer, argued that he had the right to buy the shares of the tendering four shareholders at book value. Was he correct?"