Thursday, February 14, 2013

Summary 2013 WY 19

Summary of Decision February 14, 2013

Justice Hill delivered the opinion for the Court. Affirmed.

Case Name: SHIRLEY R. CASE v. SINK & RISE, INC., a Wyoming corporation; CALE CASE, an individual; GUION and DARLA NIGHTINGALE, individuals; and TANGEMANN BENEDICT CORP., a Wyoming corporation.

Docket Number: S-12-0111


Appeal from the District Court of Fremont County, Honorable Wade E. Waldrip, Judge.

Representing Appellant: Glenn M. Ford, Wilson, WY; and Amy Wallace Potter, Jackson, WY. Argument by Mr. Ford.

Representing Appellees: J. Denny Moffett & Associates, P.C., and Heather Noble, Jackson, WY for Appellee Sink & Rise, Inc. Argument by Mr. Moffett.

Scott W. Meier, Lucas Buckley, and Marianne K. Shanor of Hathaway & Kunz, P.C., Cheyenne, WY for Appellees Cale Case, Guion and Darla Nightingale, and Tangemann Benedict Corp. Argument by Mr. Meier.

Date of Decision: February 14, 2013

Facts: This case involved a dispute over corporate action during a shareholder meeting of Appellee Sink & Rise, Inc., (Sink & Rise) a Wyoming corporation. Appellee James Caleb Case (Cale Case) was the only shareholder present at the meeting. He concluded that a quorum existed and thus voted on and passed several resolutions. Cale Case also elected himself and another shareholder as the directors of the corporation, and replaced his estranged wife, Appellant Shirley Case, as the corporation’s secretary.

Shirley Case took issue with her estranged husband’s actions during the shareholder meeting and filed a complaint in district court to set aside the corporate action that occurred at the shareholder meeting. After trial, the court held that joint stock held by Cale Case and Shirley Case, as husband and wife as tenants by the entirety with rights of survivorship, were “entitled to vote” during the shareholder meeting and could thus be counted for quorum purposes, although they were not voted to pass the resolutions. Nevertheless, the district court concluded that the resolutions were passed with requisite authority and thus they were not set aside after trial. This appeal followed.

Issues: Shirley Case presents two issues for our consideration:

1. Did the trial court commit reversible error in finding that the transactions contemplated by Sink & Rise Shareholder Resolutions 1, 2, and 3 and Board of Director Resolutions 1, 2, and 3were not void and ultra vires as directors’ conflicting interest transactions under W. S. § 17-16-860, et. Seq.?

2. Did the trial court commit reversible error in finding that the jointly held stock held by James Caleb Case and Shirley Case could be counted for purposes of a quorum of shareholders in the absence of either personal attendance or a proxy from both owners?

Holdings: The Court affirmed the district court’s decision holding that the 16 shares of stock co-owned by Cale Case and Shirley Case as husband and wife were “entitled to vote” pursuant to the bylaws of Sink & Rise. The district court was correct in its characterization of Cale Case and Shirley Case holding the stock as tenants by the entirety. Because of the stock’s representation in person at the shareholder meeting, the stock could be counted for quorum purposes. Consequently, the resolutions of the May 24, 2011 meeting were passed with requisite authority.

Summaries are prepared by Law Librarians and are not official statements of the Wyoming Supreme Court

[SPECIAL NOTE: This opinion uses the "Universal Citation." It was given an "official" citation when it was issued. You should use this citation whenever you cite the opinion, with a P.3d parallel citation. You will also note when you look at the opinion that all of the paragraphs are numbered. When you need to provide a pinpoint citation to a quote the universal portion of the citation will use that paragraph number. The pinpoint citation in the P.3d portion will need to have the reporter page number. If you need assistance in putting together a citation from this, or any future opinion using the Universal Citation form, please contact the Wyoming State Law Library and we will provide any needed assistance]

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