Hall V Hall

506 S.W.2d 42 (1974)

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Nature of the Case

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Facts

Musselman and Hall Contractors, Inc. is a Missouri corporation. The stock was wholly owned between Edward Hall and D. Edward Hall died leaving his widow, P. P succeeded to a fifty percent stock interest in the corporation in her representative capacity as the duly appointed and acting executrix of the estate of her deceased husband and is also interested as residuary devisee of the estate. After Ed's death, D appointed his wife, Florence, as a director of the corporation and thereafter, acting as the then board of directors, they appointed themselves as president and vice-president of the corporation. D failed to call or convene the required annual meeting of the corporation. P by written and published notice called an annual meeting for the second Tuesday in May 1970, such being the date specified in the corporate by-laws. P appeared at the registered office of the corporation to vote the shares held by her in her representative capacity, but respondent D, the only other shareholder, failed and refused to attend. The equal division of stock requires the participation of both shareholders to achieve a quorum. Ds have continued in office by reason of the failure to elect or qualify any successors. At a special meeting of directors, Ds by resolution directed the offering and sale of 3000 shares of the capital stock of the corporation being the balance of authorized but unissued stock. The purchase or offering price was set at $10.00 per share. P made it known she would buy under her preemptive right to purchase one-half of the additional stock. P then sued D for injunctive relief. The case was dismissed, and P appealed.