This deserves a bit more because frankly, I'm getting tired of the nuts.
Indeed this might get added to my FAQ here (go see the sect...
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This deserves a bit more because frankly, I'm getting tired of the nuts.
Indeed this might get added to my FAQ here (go see the sect...
this is a real crazy ruling, to us at least. we havent seen the original petition or any of the pleadings, all we have to go on is what judge elizabeth a pickett wrote in the 3rd circuit's opinion. elaine setliff is a local real estate broker and was hired as an agent by erma adams inc back in 1998. somewhere along the way someone got the bright idea to make ms setliff a shareholder of erma adams inc. they had a board of directors meeting which said that ms setliff would become a stockholder she only had to pay $10,000 for a 16.3 % stake.
resolution passed from the december 1998 erma adams inc board of director meeting minutes:
The motion was made and passed to change the status of officers and stockholders, amended by the three original three [sic] stockholders and owners of this Corporation. The ownership and stock is restructured to allow Elaine Setliff to become a partner in the corporation of Erma Adams, Inc [...] Elaine Setliff will be expected to buy stock in the amount of $10,000 to be paid over a period of 5 to 10 years.ms setliff paid $1,000 towards the purchase of the stock in january 2000 then for some unexplained reason she left erma adams inc the next month. she filed her original suit on 26 april 2002 "seeking a judgment that she be recognized as a shareholder of Erma Adams, Inc" eventually ms adams won a summary judgement. ninth judicial district court judge john c davidson granted ms adams summary judgement: and "...awarded $1,000.00 to Mrs. Setliff as the return of the deposit she made for the purchase of the stock, and otherwise dismissed Mrs. Setliff’s claims with prejudice."
The critical element missing from Mrs. Setliff’s case is any evidence of a plan to allow for the issuance of shares to her before she paid for them. Furthermore, there is no evidence that any stock was ever actually issued to Mrs. Setliff. In fact, the only evidence in the record on this point is an affidavit from C. Michael Adams stating that no stock was ever issued to Mrs. Setliff. While Mrs. Setliff took part in board meetings, she never properly paid for shares, and no shares were ever issued to her.so we guess the moral of the story is to get your actual stock certificate issued and in your name as well as make sure that a payment plan is written down and how your ownership interest will accrue if at all as you pay in your money.. shareholder meetings and resolutions etc arent worth the paper they are written on.