SmartBrief
Confirm favorite deletion?
Business Associations Keyed to Coffee, 9th Ed.
Stroud v. Grace
Citation:
606 A.2d 75 (1992)Facts
Milliken Enterprises is a privately-held Delaware corporation with approximately 200 shareholders, most of whom are descendants of founder Seth Milliken. Roger, Gerrish, and Minot Milliken controlled over 50% of the company’s shares. After the death of Mrs. W.B. Dixon Stroud (sister of Roger and Gerrish) in 1985, certain Milliken shares were released from a trust to the Strouds, who gained control of about 17% of the company’s shares.
The Milliken board proposed a General Option Agreement (GOA) giving family members and the company a right of first refusal on share sales. About 75% of shareholders signed this agreement, but the Strouds did not. The board then proposed charter amendments and by-laws, which were withdrawn after legal challenges. In 1989, the board proposed new amendments, including Article Eleventh(c), establishing qualifications for directors, and By-law 3, establishing procedures for nominating directors.
The board sent notice of the 1989 annual meeting to shareholders without soliciting proxies, encouraging in-person attendance. At the meeting, 93% of eligible voters attended in person, and 97.8% of shares were represented. The amendments were approved by 78% of shares entitled to vote. The Strouds then filed suit challenging the validity of the notice, amendments, and By-law 3.
Only StudyBuddy Pro offers the complete Case Brief Anatomy*
Access the most important case brief elements for optimal case understanding.
*Case Brief Anatomy includes: Brief Prologue, Complete Case Brief, Brief Epilogue
- The Brief Prologue provides necessary case brief introductory information and includes:
Topic:
Identifies the topic of law and where this case fits within your course outline.Parties:
Identifies the cast of characters involved in the case.Procedural Posture & History:
Shares the case history with how lower courts have ruled on the matter.Case Key Terms, Acts, Doctrines, etc.:
A case specific Legal Term Dictionary.Case Doctrines, Acts, Statutes, Amendments and Treatises:
Identifies and Defines Legal Authority used in this case.
- The Case Brief is the complete case summarized and authored in the traditional Law School I.R.A.C. format. The Pro case brief includes:
Brief Facts:
A Synopsis of the Facts of the case.Rule of Law:
Identifies the Legal Principle the Court used in deciding the case.Facts:
What are the factual circumstances that gave rise to the civil or criminal case? What is the relationship of the Parties that are involved in the case.Issue(s):
Lists the Questions of Law that are raised by the Facts of the case.Holding:
Shares the Court's answer to the legal questions raised in the issue.Concurring / Dissenting Opinions:
Includes valuable concurring or dissenting opinions and their key points.Reasoning and Analysis:
Identifies the chain of argument(s) which led the judges to rule as they did.
- The Brief Prologue closes the case brief with important forward-looking discussion and includes:
Policy:
Identifies the Policy if any that has been established by the case.Court Direction:
Shares where the Court went from here for this case.