Sweeney

This action was brought by plaintiff against the defendant corporation, ELANS, Inc., to recover the $15,000 owing the plaintiff under a written contract.

The parties filed a joint pretrial statement in the trial court stipulating to nearly all of the relevant facts. Plaintiff was the only witness to testify at the trial. His testimony was quite brief.

Defendant corporation was formed in May 1958 to receive the tangible and intangible personal property of radio station KIMO in Independence, Missouri. At all times prior to the execution of the relevant contracts only three persons had any proprietary interest in the corporation. They were plaintiff who owned 40 percent, Kenyon Brown who also owned 40 percent and Glenn Griswold who owned 20 percent of the corporate stock. These same three individuals constituted its only directors and officers.

On August 14, 1959, the defendant corporation was indebted to its stockholders in the amount of $47,250, and to the Bank of New York $20,000, the latter debt becoming due on the following day.

On August 14, 1959, Martin Hersh entered into contracts with the defendant’s three stockholders to purchase all of their stock and to provide the…