Friday, November 22, 2013

Humphrys v. Winous Co. case brief

Humphrys v. Winous Co. case brief summary
133 N.E.2d 780 (1956)

Appellants, the directors and the majority shareholders, sought review of a judgment of the Court of Appeals for Cuyahoga County (Ohio), which reversed a lower court ruling against appellee minority shareholders by finding that classification of directors by an amendment of the corporate code of regulations was null and void and that the resolution seeking reclassify each of the directors already elected was invalid.

Minority shareholder was not re-elected to the board of directors after he failed to give notice of his election to vote cumulatively at an annual meeting. At the meeting, the shareholders adopted a resolution amending the code of regulations and providing that each director, after election at that meeting, would hold office for three years and that three classes of directorships were designated so as to stagger the classes' terms. The shareholder then designated the newly elected directors into classes. Minority shareholders filed a petition for declaratory judgment and equitable relief that was granted on grounds that the notice of the annual meeting was insufficient to permit such classification at that meeting. The appellate court found that such action by the shareholders nullified the right to cumulative voting.

On appeal, the court held that Ohio Rev. Code § 1701.58 guaranteed to minority shareholders the right of cumulative voting and that the notice of the meeting was proper.

The court reversed the judgment of the appeals court, modified the lower court's decision with regard to sufficiency of the annual meeting notice, and affirmed the lower court as modified.

Recommended Supplements for Corporations and Business Associations Law

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