Thursday, November 21, 2013

Hall v. Hall case brief

Hall v. Hall case brief summary
506 S.W.2d 42 (1974)

Appellant shareholder sought injunctive relief against respondents, the corporation, its directors and officers, and other shareholders, seeking to compel the other shareholders to attend shareholders' meetings, cease acting as officers, and fulfill other alleged corporate duties. The Circuit Court, Jackson County (Missouri) granted respondents' the motion to dismiss, treating it as a motion for summary judgment, and the shareholder appealed.

The shareholder sought relief from the trial court's decision that dismissed her action primarily seeking injunctive relief to compel the other shareholders to attend the shareholders' meetings.

  • The court affirmed. 
  • While the shareholder's failure to properly preserve the points for review justified dismissal of the appeal, the court chose to decide the issues on the merits. 
  • It found that the very nature of the corporate form was the creation by statute of an entity separate and apart from the individuals that owned, managed, and operated it. 
  • A person that acquired corporate stock obtained an interest in the corporate assets but was under no obligation to the corporation. 
  • No person or maxim of equity could compel a shareholder to attend or participate in shareholders' meetings. 
  • The shareholder made no allegation of any contractual obligation on the part of the other shareholders to attend and participate in the shareholders' meetings and none existed by statute or rule of law. 
  • The trial court correctly refused to grant the mandatory injunction requested by the shareholder and correctly granted respondents' motion to dismiss.

The court affirmed the trial court's decision dismissing the shareholder's action.

Recommended Supplements for Corporations and Business Associations Law

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