Ramos v. Estrada

Facts

Plaintiffs Leopoldo Ramos formed Broadcast Corporation for the purpose of obtaining a Federal Communications Commission construction. Ramos and his wife held 50 percent of Broadcast Corp. stock. The remaining was issued in equal amounts to five other couples. The Estradas were one of the couples who purchased a 10 percent interest in Broadcast Corp. In 1986, Broadcast merged with a competing applicant group, Ventura 41 Television Associates, to form Costa del Oro Television, Inc. The merger agreement contained restrictions on the transfer of stock and required each group to adopt internal shareholder agreements to carry out the merger agreement. Under the June Broadcast Agreement and the merger agreement, each of the groups were required to vote for the directors upon whom a majority of each respective group had agreed. The terms expressly state that failure to adhere to the agreement constitutes an election by the shareholder to sell his shares pursuant to buy/sell provisions of the agreement. On October 1988, the Broadcast Group noticed another meeting to decide how its members would vote their shares for directors. All members attended except the Estradas. The group agreed to nominate another slate of directors which did not include either of the Estradas. The Estradas declared the June Broadcast Agreement null and void.