Hardin v. Rosenthal, 19701
| Decision Date | 11 June 1957 |
| Docket Number | No. 19701,19701 |
| Citation | 213 Ga. 319,98 S.E.2d 901 |
| Parties | Joseph R. HARDIN v. Jacob ROSENTHAL. |
| Court | Georgia Supreme Court |
Marvin O'Neal, Jr., Atlanta, for plaintiff in error.
Samuel L. Eplan, Sidney Haskins, Smith, Kilpatrick, Cody, Rogers & McClatchey and James M. Roberts, Atlanta, for defendant in error.
Syllabus Opinion by the Court.
James R. Hardin filed his petition in equity, alleging in substance that he owned ten percent of the stock in South Bend Liquor Store, Inc.; that Petty Bregman and Jacob Rosenthal owned forty-five percent each of said stock; that there was a binding agreement between the parties which was incorporated in the stock certificates, to the effect that neither would sell to a third person without giving to the other stockholders an option to buy the stock; that, in violation of this agreement, Bregman had entered into an agreement to sell his stock to Rosenthal without giving to the petitioner an opportunity to buy the stock; that the proposed sale by Bregman to Rosenthal was a subterfuge under which the stock was to be transferred by Rosenthal to some third person unknown to the petitioner; that Bregman had refused to carry out this agreement, and Rosenthal had filed suit for specific performance against Bregman, which had resulted in a verdict in favor of Rosenthal, which verdict and judgment had been affirmed by the Supreme Court of Georgia; that the petitioner knew that the suit was pending in the courts, but made no effort to intervene because Bregman represented to him that no agreement to sell the stock had been made, and he did not know who would prevail in the suit. By amendment, it was alleged that James Bernstein was the party to whom the stock was to be eventually transferred. Bernstein was duly made a party. The prayers of the petition were in substance that the defendant be enjoined from transferring the shares of stock to anyone except the petitioner; that the alleged agreements be declared null and void; that the defendants be enjoined from holding any stockholders' meetings or from changing the status of the stock or the business operation of the corporation; that the alleged restrictive agreement with reference to the sale of the stock be specifically performed and that the petitioner be granted general relief. The trial court sustained a general demurrer and dismissed the petition. The exception here is to that judgment. Held:
The general demurrer presents the following questions: 1. Does the petition show on its face that the petitioner has an adequate remedy at law? 2. Is petitioner estopped by his conduct? 3. Is the restrictive agreement relied upon so indefinite that specific performance can not be decreed? Since all the relief prayed is dependent upon the prayer for specific performance, we consider that question first. In the view we take of this case, it is unnecessary to decide the question of whether or not the facts alleged are sufficient to remove the case from the general rule that specific performance of a contract for the sale of personal property can not be decreed in a court of...
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Horne v. Drachman
...Corporations § 316. See generally Murrey v. Specialty Underwriters, Inc., 233 Ga. 804, 213 S.E.2d 668 (1975). Cf. Hardin v. Rosenthal, 213 Ga. 319, 98 S.E.2d 901 (1957) where no provision was made for arriving at the stock's b) Next, appellants assert the provision requiring Superior's audi......