Corporations Keyed to Hamilton
Ringling Bros.-Barnum & Bailey Combined Shows v. Ringling
Facts
Plaintiff and Haley each owned 315 out of 1000 shares of Defendant company, Ringling Brothers-Barnum & Bailey Combined Shows, with the remaining 370 shares owned by another defendant, John Ringling North. The company’s board was comprised of seven members, and if each shareholder voted independently the most likely outcome would be for each shareholder electing two board members with North selecting the extra member. However, in 1941 Plaintiff and Healey contracted to pool their votes, wherein each selected two members and then used their remaining votes to select a fifth member of their choosing. The contract called for an arbitrator, Karl Loos, to resolve any disputes. The contract was terminated a year later with the parties still bound by the arbitrator provision that called for Loos to help decide how to vote. In 1946, Haley could not attend the meeting and sent her husband in her place, and instead of following Loos’ advice he chose to move for adjournment. Plainti ff and Defendant voted their shares, and Plaintiff brought this action to force Healey to vote according to Loos’ decision. Healey argued that the agreement between her and Plaintiff was invalid as it took the voting power away from the shareholders and gave it to a third party (Loos).
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