Sunday, November 24, 2013

Ramos v. Estrada case brief

Ramos v. Estrada case brief summary
8 Cal.App.4th 1070 (1992)


CASE SYNOPSIS
Defendant shareholders sought review of an order from the Superior Court of Ventura County (California) awarding judgment to plaintiff shareholders in an action alleging that defendants breached a written corporate shareholder voting agreement.

CASE FACTS
Plaintiff shareholders sued defendant shareholders for breach of a written corporate shareholder voting agreement. The trial court awarded judgment to plaintiffs, finding that defendants materially breached the agreement. The trial court ordered defendants' shares sold in accordance with the specific enforcement provisions of the voting agreement.

DISCUSSION

  • On appeal, the court affirmed, finding that the corporate shareholders' voting agreement was valid even though the corporation was not technically a close corporation. 
  • The court further found that the agreement, including its buy/sell provisions, was unanimously executed after defendants had a full and fair opportunity to consider it in its entirety. 
  • Finally, the court found that defendants violated the agreement voluntarily, aware of the consequences of their acts, and that they were provided full compensation, per the agreement.

CONCLUSION
The order awarding judgment to plaintiff shareholders in their action alleging that defendant shareholders violated a written corporate shareholder voting agreement was affirmed. The court found that the voting agreement was valid even though the corporation was technically not a close corporation.


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