ROACH AND THE LEGAL CENTER, INC. V. BYNUM
403 So.2d 187 (1981)
NATURE OF THE CASE: Roach (D) appealed a judgment granting the dissolution of a
corporation, appointing a receiver, and denying a counterclaim.
FACTS: The Legal Center, Inc., was formed by D, his wife and Hjalma Johnson. After some
time, D's wife and Johnson surrendered their holdings and resigned their positions as
directors. D as the sole shareholder and director adopted new bylaws which required holders
of 70 percent of the shares of stock issued and outstanding and entitled to vote,
represented in person or by proxy, a quorum at all meetings of the shareholders for the
transaction of business.
D also elected himself and Forstman (P) to serve as Legal's directors. A meeting of the
board of directors was held during which d was elected to serve as President/Treasurer and P
was elected to serve as Vice President/Secretary. The ownership of the corporation was then
realigned so that D and P each owned 500 shares of Legal's stock. D and P contributed
$14,000.00 towards the construction costs of a building in which they intended to maintain
their separate law offices. In an effort to reduce those costs, D offered to, and did, act
as the general contractor for the project. A special shareholder meeting was held on
September 24, 1975, and Bynum (P), another practicing attorney, was elected to serve as
Legal's third director. The directors then issued Bynum (P) 500 shares of Legal stock and
elected him to the position of Secretary. The issuance of stock to Bynum brought the total
number of issued and outstanding Legal shares to 1500, with each of the stockholders owning
one-third. Bynum (P) contributed $ 14,000.00 toward the building fund and executed a
shareholder agreement similar to that signed by P and D. All three men, signed an agreement
to (1) vote for each other as directors; (2) vote for D as President/Treasurer, P as Vice
President, and Bynum (P) as Secretary; (3) requires the other shareholders or directors to
either rescind their vote or cause the corporation to purchase the dissenting shareholder's
stock in the event action was taken or authorized by a vote of less than seventy percent of
the shareholders or directors; and (4) provide one-third of the cost associated with the
construction and maintenance of the building. Soon after the building was completed a
dispute occurred over their respective financial obligations to the corporation. D used the
70% supermajority requirement to block proposals from Ps. Ps sued for dissolution. The court
ordered dissolution as the parties were hopelessly deadlocked. D appealed.
ISSUE:
RULE OF LAW:
HOLDING AND DECISION:
LEGAL ANALYSIS:
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