[Download] "Carlos Johns v. Harold L. Caldwell" by Western Section Court of Appeals of Tennessee # eBook PDF Kindle ePub Free
eBook details
- Title: Carlos Johns v. Harold L. Caldwell
- Author : Western Section Court of Appeals of Tennessee
- Release Date : January 18, 1980
- Genre: Law,Books,Professional & Technical,
- Pages : * pages
- Size : 72 KB
Description
EWELL, Judge. Plaintiff, Johns, and defendant, Caldwell, in 1965 purchased from Newbern Hardware Company, Inc. (NHC) substantially all of the assets of a John Deere equipment dealership. After execution of the contract of sale but before the sale was consummated, K. E. Moore, controlling stockholder of NHC, insisted as a condition of going forward with the transaction that his son, defendant Moore, be given 10% ownership in the new business. Johns and Caldwell agreed to this condition and in view thereof elected to form a Tennessee corporation styled Newbern Implement Company, Inc. (NIC). Initially, 1,100 shares of stock with a par value of $100.00 per share were issued to K. E. Moore (110 shares or 10%), defendant Moore (110 shares or 10%), plaintiff Johns (440 shares or 40%) and defendant Caldwell (440 shares or 40%). In May, 1965, the 110 shares of K. E. Moore were transferred to Johns (55 shares) and to Caldwell (55 shares), and thereafter the stock of NIC was owned by Johns (45%), Caldwell (45%) and Moore (10%) until 1978 when Moore agreed to sell his 10% to Caldwell for $36,000.00 in cash. Johns brought suit against Caldwell and Moore in the Circuit Court of Dyer County to prevent the transfer of stock or to require an equal division of Moore's stock between Johns and Caldwell. Judge Joe G. Riley Jr. heard the case without a jury and found for the defendants, dismissing the complaint. Plaintiff has appealed.