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Business Entities Keyed to Chiappinelli
In the Matter of the Estate of Richard C. Poe, Deceased
Citation:
591 S.W.3d 607 (Tex. App 2019)Facts
Richard C. Poe, who commonly appeared in commercials as Dick Poe, operated three car dealerships. Poe Management, Inc. was formed in August 2007. While the articles of incorporation allowed for 10,000 shares, only 1,000 shares were originally issued, and all were owned by Richard. Richard executed a written consent that would elect Dick as the sole director of PMI. Following his meeting with Dick, Sergent prepared a unanimous consent of the board in a special meeting that documented Dick’s purchase of 1100 shares of PMI stock. Dick passed away on May 16, 2015. Richard did not learn of the stock issuance until after Dick’s passing. Bock, who had provided accounting services to both Dick and Richard, had asked Dick if he could inform Richard of the matter and Dick said he would think about it. On June 9, 2015, Richard sued Bock and Castro as executors of Dick’s estate. The suit alleged that Dick violated his fiduciary duty of loyalty by engaging in a self-interested transaction without first obtaining independent approval. The suit sought rescission of the share issuance.
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