Ringling Bros.-Barnum & Bailey Combined Shows v. Ringling

Facts

At the time of the shareholder meeting in question, the corporation had outstanding 1000 shares of capital stock. The purpose of the meeting was to elect the entire board of seven directors. Mrs. Ringling asserts that by virtue of the operation of an agreement between her and Mrs. Haley, the latter was bound to vote her shares for an adjournment of the meeting. Mrs. Haley contends that she was not so bound for reason that the agreement was invalid. The two ladies entered into the agreement in 1941. It recites that each party was the owner subject only to possible claims of creditors of the estates of Charles Ringling and Richard Ringling, respectively of 300 shares of the capital stock of the defendant corporation. Some weeks before the 1946 meeting, they discussed with Mr. Loos the matter of voting for directors. They were in accord that Mrs. Ringling should cast sufficient votes to elect herself and her son. The chairman ruled that the five candidates proposed by Mr. Loos, together with Messrs. Woods and North, were elected. The Haley-North group disputed this ruling insofar as it declared the election of Mr. Dunn; and insisted that Mr. Griffin, instead, had been elected.