Ramos v. Estrada,

8 Cal.App.4th 1070 (1992)

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Nature of the Case

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Facts

Two groups merged into one corporation in order to get an FCC permit for a Spanish language television station. There was the Ramos (P) faction, which owned 50% of the Broadcast group, and the Estradas and four other couples (Ps) that owned the other 50% of the Broadcast group and the other group was called the Ventura 41. The Broadcast group was to eventually to get control of the new corporation called Television, Inc. after the station was operated for six full months. The members of the Broadcast group entered into an Agreement to vote all their shares of Television, Inc. in a manner determined by a majority of that group and if any member failed to abide by the Agreement, that member's share would be sold to the other members at cost plus 8% per year. The initial board of Television elected P as president and D as a member of the board. At a special directors meeting held on October 8, 1988, D voted with the Ventura group to remove P as president and to remove Ochoa, another Broadcast group member, as secretary and to take the secretary position for herself. Eventually, at another special meeting of the Broadcast group, D unilaterally declared the Agreement null and void. The trial court ruled that D breached the valid Agreement and ordered the shares sold.