United States Sixth Circuit

In a declaratory judgment action brought by the administrator of an estate against a closely held corporation alleging that the estate is permitted to freely transfer ten shares of defendant's stock owned by the administrator's father prior to his demise, a judgment in favor of the estate is affirmed where: 1) the district court did not clearly err when it concluded that decedent did not sign a shareholder agreement which would restrict the transferability of the stock; 2) there was no clear error in a finding that decedent was not aware of the shareholder agreement when he purchased his stock; and 3) the company waived its right to redeem the shares.

Appellate Information

• Decided 06/25/2007
• Published 06/25/2007

Judges

• Before:  MARTIN and CLAY, Circuit Judges;  POLSTER, District Judge.

Court

• United States Sixth Circuit

Counsel

• For Appellees:
  
• ARGUED:  Frank Holahan, McElroy, Deutsch, Mulvaney & Carpenter, Ridgewood, New Jersey, for Appellant.  Rachael L. Rodman, Chernesky, Heyman & Kress, Dayton, Ohio, for Appellee.   ON BRIEF:  Frank Holahan, McElroy, Deutsch, Mulvaney & Carpenter, Ridgewood, New Jersey, Brian D. Wright, Faruki, Ireland & Cox, Dayton, Ohio, for Appellant.  Rachael L. Rodman, Thomas P. Whelley II, Chernesky, Heyman & Kress, Dayton, Ohio, for Appellee.