Drennon Food Products Co. v. Drennon
| Decision Date | 23 June 1961 |
| Docket Number | No. 38852,No. 1,38852,1 |
| Parties | DRENNON FOOD PRODUCTS COMPANY v. G. G. DRENNON |
| Court | Georgia Court of Appeals |
Syllabus by the Court
1. When a stock contract provided that stock owned by an employee of the corporation shall be surrendered to the corporation upon the employee's leaving the employ of the company, and the sale price of the stock shall be its book value as shown by the corporation's books, and the attorney for a discharged employee took his stock certificates to the office of the corporation's treasurer, who had been directed by a corporate resolution to pay the stockholder in exchange for the stock certificates their book value and the treasurer stated he had no responsibility or authority to pay the amount due or give a receipt for the certificates, the stockholder complied with his obligation and had a right to recover from the corporation as provided by the stock contract.
2. The book value of corporate stock on a given date is sufficiently proved by evidence of the corporation's balance sheets as of a date several months before and several months after the given date, and the stock's book value shown thereby.
When this case was previously before this court, the trial court's overruling of defendant's general demurrers to each of two counts of plaintiff's petition was affirmed. Drennon Food Products Co. v. Drennon, 101 Ga.App. 606, 114 S.E.2d 799. Thereafter the trial resulted in a verdict and judgment for the plaintiff (defendant in error on this appeal) on both counts. The defendant (plaintiff in error on this appeal) filed a motion for new trial on the general and special grounds. The trial court overruled all grounds of the motion for new trial as to count 1 and sustained some of the special grounds as to count 2. The defendant excepted to the overruling of the grounds of its motion for new trial relating to count 1.
John L. Westmoreland, John L. Westmoreland, Jr., Harry P. Hall, Jr., M. K. Pentecost, Atlanta, for plaintiff in error.
Powell, Goldstein, Frazer & Murphy, James K. Rankin, Larry I. Bogart, Atlanta, for defendant in error.
1. The petition alleged that the piaintiff was an employee of the defendant corporation and held 100 shares of stock therein. The bylaws of the corporation provided: 'The capital stock of this corporation which may be at any time owned by an employee or officer shall upon such officer or employee leaving the employ of the company be surrendered to the corporation itself or the stockholders or any part of them by such employee or officer upon leaving the employ of the corporation for any reason including death, and the sale price of the said stock shall be the book value of the said stock as shown by the corporation's books.' This provision was endorsed upon the stock certificates. The petition further alleged that the plaintiff was discharged from his employment, and thereafter tendered his stock certificates and demanded payment; and the defendant refused to pay him for his stock, and therefore was indebted to him for $19,944 and interest thereon.
In evidence were the minutes of a special meeting of the stockholders of the company held March 6, 1958, at which a resolution was adopted discharging the plaintiff as a director, and ratifying the action of the president discharging the plaintiff as an employee and vice-president. A further resolution was adopted directing the plaintiff to deliver his stock certificates to the treasurer of the corporation, and directing the treasurer, Raymond R. Ewing, to pay the plaintiff 'in exchange for said stock certificates the book value thereof.' At a special meeting of the directors, held immediately following adjournment of the stockholders meeting, a motion was adopted by the directors ratifying the action of the president discharging the plaintiff as vicepresident. The evidence shows that on February 16, 1959, James K. Rankin, plaintiff's attorney, took the stock certificates to the office of R. R. Ewing, treasurer of the company. Mr. Rankin showed the certificates to Mr. Ewing. Mr. Ewing stated that he had no authority to pay the amount due or...
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Horne v. Drachman
...is necessary to provide a fair purchase price to the individual whose employment has been terminated. See Drennon Food Products v. Drennon, 104 Ga.App. 19, 120 S.E.2d 902 (1961). Accord, McTeague v. Treibits, 388 So.2d 309 (Fla.App.1980); 18 Am.Jur.2d Corporations § 316. See generally Murre......
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Moon v. Moon, 31267
...not traded on the open market. Book value of corporate stock may be shown by the use of a balance sheet. Drennon Food Products Co. v. Drennon, 104 Ga.App. 19, 120 S.E.2d 902 (1961). The appellant in this case, according to the trial court's ruling, did not present a complete and properly au......