Foulke v. Foulke

• Decision Date: 21 July 1994
• Docket Number: No. 94-0618-FT,94-0618-FT
• Citation: Foulke v. Foulke, 522 N.W.2d 38, 186 Wis.2d 578 (Wis. App. 1994)
• Parties: NOTICE: UNPUBLISHED OPINION. RULE 809.23(3), RULES OF CIVIL PROCEDURE, PROVIDE THAT UNPUBLISHED OPINIONS ARE OF NO PRECEDENTIAL VALUE AND MAY NOT BE CITED EXCEPT IN LIMITED INSTANCES. Donald N. FOULKE, Plaintiff-Appellant, v. Billie J. FOULKE, Eva D. KRAEMER, Ava A. FORMISANO, Defendants-Respondents.
• Court: Wisconsin Court of Appeals

Page 38

522 N.W.2d 38

186 Wis.2d 578

NOTICE: UNPUBLISHED OPINION. RULE 809.23(3), RULES OF CIVIL PROCEDURE, PROVIDE THAT UNPUBLISHED OPINIONS ARE OF NO PRECEDENTIAL VALUE AND MAY NOT BE CITED EXCEPT IN LIMITED INSTANCES.

Donald N. FOULKE, Plaintiff-Appellant, v. Billie J. FOULKE, Eva D. KRAEMER, Ava A. FORMISANO Defendants-Respondents.

No. 94-0618-FT.

Court of Appeals of Wisconsin.

July 21, 1994.

Appeal from an order of the circuit court for Dane County: MICHAEL N. NOWAKOWSKI, Judge.

Before Eich, C.J., Gartzke, P.J., and Sundby, J.

PER CURIAM

Donald Foulke appeals from an order declaring the ownership rights in a corporation. He contends that the trial court erred by excluding from consideration 48 shares purportedly owned by his father's estate. We conclude that the trial court properly determined ownership without considering those shares and therefore affirm. ¹

A 1971 stock split left Donald's father, Norman, with 280 shares in Foulke Rubber Products, Inc. (FRPI), and Donald with the remaining 200 shares in the company. In 1972, Norman agreed to sell 48 shares to Thomas Tarpey. With that purpose in mind, he returned his shares to FRPI, which issued him a new certificate for 232 shares and prepared a 48-share certificate for Tarpey. However, the sale fell through. FRPI did not issue the shares back to Norman, and they remained on the company books, identified as treasury shares, until 1982.

By then, Norman had transferred 68 shares to Donald, 51 to Donald's wife, Billie, and 70 shares in trust to James Spohn for the benefit of Eva and Ava Foulke, Donald and Billie's daughters. Those transactions left Norman with either 43 or 91 shares, depending on the status of the 48 shares never issued back to him. That issue was seemingly resolved when the shareholders and directors, Norman, Donald, Billie and Spohn, passed and signed a resolution in 1982 providing "that the treasury stock consisting of 48 shares, held by the Corporation, shall and is hereby cancelled effective as of December 31, 1981."

In 1987, Donald and Billie divorced, and Billie received 100 FRPI shares from Donald as part of her property award. When Norman died later in the year, Donald received his remaining 43 shares from the estate. That left Donald with 211 shares, Billie with 151, and Eva and Ava with 35 each, for a total of 432.

Donald continued as FRPI's president. However, after Billie's employment with FRPI was terminated in 1993, she realized that her stock, combined...