Gleason v. Earles

Citations

• 78 Wash. 491
• 139 P. 213
• 1914 Wash. LEXIS 1050

Syllabus

<p>Corporations — Control—Stock Pooling Contract — Remedies— Specific Performance. The courts will not specifically enforce a pooling contract to control the voting policy of a banking corporation, doing business subject to state regulations, when to do so against the will of one of the parties to it may take the corporation from the control of officers selected by the stockholders and vest it in officers selected by the parties to the contract, one of whom is coerced to act against his will; but the parties will be relegated to their remedy, if any, at law.</p> <p>Specific Performance — Contracts Subject to — Breach of Condition. Where part of plaintiff’s stock in a banking corporation was transferred to defendant under a pooling agreement with plaintiff, which defendant repudiated, the court cannot, upon denying to plaintiff specific performance of the pooling agreement, decree a reconveyance of the stock transferred to the defendant, in the absence of such remedy provided in the contract; since, on breach of condition concerning the transfer of personal property, the general rule relegates the party to his remedy at law; unless the same is inadequate.</p> <p>Same. In such a case, specific performance of the pooling contract, in order that a minority stockholder may become a majority stockholder, is not sufficient to show that the remedy at law for breach of condition is inadequate.</p>