Plank v. Arban, 69--728
| Decision Date | 18 November 1970 |
| Docket Number | No. 69--728,69--728 |
| Citation | 241 So.2d 198 |
| Parties | William J. PLANK, Appellant, v. C. J. ARBAN and Maitland Drug Store, Inc., Appellee. |
| Court | Florida District Court of Appeals |
Clark W. Jennings, Winter Park, and S. Victor Tipton, Orlando, for appellant.
Maurice M. Paul, Orlando, for appellees.
Appellant's amended complaint was held to be insufficient to state a cause of action. When appellant declined to further amend, final judgment was entered in favor of defendants-appellees. We reverse.
The amended complaint was 20 pages in length, exclusive of some 25 pages of exhibits which had been attached to the original complaint and incorporated by reference. Of necessity we set forth herein, only the barest essentials of the allegations of the amended complaint and exhibits.
Plaintiff and defendant C. J. Arban made an oral agreement to purchase and operate the Maitland Drug Store with equal ownership and equal right of control. A corporation, Maitland Drug Store, Inc., was utilized for this purpose. Its charter authorized 1,000 shares of common voting stock. In recognition and furtherance of the oral agreement, the corporation, by appropriate corporate action in October and November, 1968, (1) accepted from plaintiff an assignment of the contract to purchase the drug store and its assets (plaintiff having theretofore secured this contract in his own name with Arban's approval); (2) consummated the purchase; (3) sold 500 shares of the corporation's stock to defendant Arban for $25,000; and (4) gave plaintiff a written option exercisable on or before March 31, 1969, to purchase the other 500 shares of the corporation's stock for $25,000.
In February, 1969, before plaintiff had exercised this option, the directors caused the corporation's charter to be amended (with the approval of defendant Arban as sole stockholder) increasing the authorized capital stock to $2,000 shares of common voting stock, payment for which could be in cash, or by labor, services, real estate or personal property at the valuation placed thereon by the Board of Directors. Immediately thereafter the corporation issued to defendant Arban an additional 100 shares of common stock for the sum of $1,000.
On March 28, 1969, plaintiff delivered to the defendant corporation written notice of his exercise of the option, and on April 1, 1969, delivered to the defendant corporation a cashier's check payable to the corporation in the sum of $25,000. A copy of the notice and a copy of a letter which accompanied delivery of the cashier's check were among the exhibits incorporated into the amended complaint. Both the notice of the exercise of the option and the letter accompanying delivery of the cashier's check stated that the option was exercised and the payment tendered upon certain conditions. The essence of these conditions was simply that the 500 shares of stock called for by the option, when issued to plaintiff would represent a one-half ownership of the corporation, and that thereafter plaintiff and defendant Arban would have equal ownership interest in and control over the corporation...
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