Stephen Einhorn, Plaintiff-Appellant, v. James D. Culea, Northern Labs, Inc., and Northern Labs Manufacturing, Inc., Defendants-Respondents., 220 Wis. 2d 356

Summary

The trial court granted summary judgment for the majority stockholder and companies. On appeal, the court agreed with the trial court that under the unambiguous language of an amendment to the parties' stockholders' agreement, the minority stockholder was precluded from demanding a public offering of his stock or from demanding that the majority stockholder or the companies cooperate to effectuate such a sale. The minority stockholder, along with all of the other stockholders, voted to change the companies from C corporations to S corporations. The minority stockholder also expressly agreed in the amendment to take no action which would have the effect of terminating the companies' S corporation status until the majority shareholders elected to terminate it. Those terms were clear and unambiguous. Because it was also undisputed that pursuant to federal law a public sale of the stock would terminate the companies' S corporation status, the stockholders' agreement and the amendment had ...