Plaintiff, the president of a corporation and owner of 31½ of the 100 shares of corporate stock outstanding, brought an action against A, the vice-president who owned 48½ shares, and B, the owner of the remaining 20 shares, for specific performance of an oral agreement between the plaintiff and A that the plaintiff and a third person, X, should be continued as directors. The vice-president, A, had allied himself with B, and in disregard of the agreement had served notice requesting a stockholders' meeting for the purpose of removing the plaintiff and X as directors. Neither waste nor mismanagement by the plaintiff was proved by the defendants. Held, for the plaintiff. The oral agreement between the plaintiff and A to continue the plaintiff and X as directors of the corporation is valid and may be specifically enforced. Storer v. Ripley, 125 N.Y.S. (2d) 831 (1953).
John F. Dodge,
CORPORATIONS-OFFICERS AND DIRECTORS-VALIDITY OF VOTING AGREEMENTS TO CONTINUE SHAREHOLDERS AS DIRECTORS,
Mich. L. Rev.
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