Floyd v. Floyd, 23527
| Court | United States State Supreme Court of South Carolina |
| Citation | 306 S.C. 376,412 S.E.2d 397 |
| Decision Date | 22 January 1991 |
| Docket Number | No. 23527,23527 |
| Parties | John F. FLOYD, Richard F. Floyd, and Sara Floyd Powell, Individually and as Shareholders of the J.F. Floyd Mortuary, Inc., Appellants, v. Elizabeth H. FLOYD, individually and as Executrix of the Estate of William Russel Floyd, deceased, William Russel Floyd, Jr., Suzan H. Floyd and the J.F. Floyd Mortuary, Inc., Respondents. . Heard |
Page 397
Individually and as Shareholders of the J.F. Floyd
Mortuary, Inc., Appellants,
v.
Elizabeth H. FLOYD, individually and as Executrix of the
Estate of William Russel Floyd, deceased, William
Russel Floyd, Jr., Suzan H. Floyd and
the J.F. Floyd Mortuary, Inc.,
Respondents.
Decided Dec. 9, 1991.
[306 S.C. 377] James B. Drennan, III, and T. Alexander Evins, both of Drennen, Shelor, Cole & Evins, P.A., Spartanburg, for appellants.
Paul R. Hibbard and R. Ray Dennis, both of Johnson, Smith, Hibbard & Wildman, Spartanburg, for respondents.
FINNEY, Justice:
This is an appeal from a circuit court order transferring the case to the non-jury calendar. We reverse and remand.
Appellants' father, John Gordon Floyd (Gordon), and his brother, William Russel Floyd (Russel), each owned 50% of the outstanding common stock of J.F. Floyd Mortuary, Inc., (corporation). Gordon died November 29, 1969, and in February of 1971, his executors agreed for his common stock to be redeemed by the corporation.
Appellants contend the stock redemption transaction included an agreement for the following: (1) a ten-year option, to expire March 1, 1981, for appellants to purchase up to 48% of the corporation's stock; and (2) an option for the corporation to purchase the outstanding corporation stock held by Russel during his lifetime or within fifteen months after Russel's death.
Thereafter and prior to March 1, 1981, appellants repurchased seven percent of the corporation's stock. Appellants contend the decision not to fully exercise their option was based on advice by an officer and agent of the corporation that the corporation would redeem Russel's stock upon his death so that appellants' seven percent would be the only stock outstanding.
Appellants allege that in 1982, the Board of Directors unilaterally and without consideration cancelled the corporation's option to purchase Russel's stock. Russel died on December 15, 1986. Appellants assert that they were not aware of the [306 S.C. 378] option cancellation until notified by respondents
Page 398
in June of 1988 of a proposal to dissolve the company.Appellants contend they were fraudulently manipulated by the respondents and deprived of the right to become substantial shareholders and owners of the corporation's sole outstanding stock as contemplated by the corporation's assurances given prior to March 1, 1981.
Appellants assert that on June 21, 1988, respondents who hold 93% of the outstanding stock, adopted a plan of liquidation and dissolution under which the operating assets of the corporation were transferred to the majority stockholder. Appellants allege that the corporation's offer to redeem their stock was below fair market value. According to appellants, the dissolution had no legitimate business purpose other than to oust appellants and redeem their stock at less than full market value.
Appellants instituted this action seeking to have the court (A) rescind cancellation of the...
To continue reading
Request your trial
-
Eldridge v. Greenwood, 2851.
...the appropriate standard of review for a particular issue in a case that contains both legal and equitable issues. See Floyd v. Floyd, 306 S.C. 376, 412 S.E.2d 397 (1991); Smith v. Commissioners of Public Works, 312 S.C. 460, 441 S.E.2d 331 (Ct.App. IV. TITLE BY STATUTORY PRESUMPTION OF GRA......
-
Sloan v. Greenville County, 3704.
...322 (2002); Ins. Fin. Servs., Inc. v. South Carolina Ins. Co., 271 S.C. 289, 293, 247 S.E.2d 315, 318 (1978); see also Floyd v. Floyd, 306 S.C. 376, 380, 412 S.E.2d 397, 399 (1991) (As we interpret the main purpose rule, its primary function is to administratively categorize an action in wh......
-
Holy Loch Distributors v. Hitchcock, 2860.
...(1908); Quattlebaum v. Taylor, 45 S.C. 512, 23 S.E. 617 (1896) (a defense based on estoppel is equitable in nature); and Floyd v. Floyd, 306 S.C. 376, 412 S.E.2d 397 (1991) (legal and equitable issues asserted in the same action are triable by a jury and the court respectively). Accordingly......
-
Marshall v. Pence
...of the action as equitable or legal depends on the plaintiff's ‘main purpose' in bringing the action.'” Id. (quoting Floyd v. Floyd, 306 S.C. 376, 380, 412 S.E.2d 397, 399 (1991)). Marshall's main purpose in instituting this action was to restore the status quo. Thus, the main purpose” of M......