Ramos v. Estrada

Ramos owned 50% of the shares of Broadcast Corporation, a company formed by Ramos to start a Spanish-speaking television station in Ventura, CA. The other shares were distributed to five other couples. Broadcast Corp. merged with another company, Ventura 41 Television Associates, to form Coasta del Oro Television, Inc. The Ventura 41 group would receive 5,000 shares, and the Broadcast Corp. group would initially receive 5,000 shares with another two shares after six months of operation. This allowed for each side to pick four directors and for Broadcast Corp. to elect a fifth director once the board expanded to nine directors. Each member of the Broadcast group entered into a shareholder agreement that required everyone to vote according to the will of the majority, thereby assuring that the group would maintain a director majority. If a member of the group did not vote according to the majority, then they were required to offer their shares for sale to the other members . After the merger, Defendants chose to vote with the Ventura 41 group and against the will of the majority of the Broadcast Corp. group, declaring that the agreement was invalid. Plaintiffs then attempted to enforce the share buyback clause. The trial court upheld the agreement and ordered the sale of Defendants’ shares back to the members of the Broadcast Corp. group.