Edward Sidebotham & Son, Inc. v. Chandler

Appeal is taken herein by plaintiffs Edward Sidebotham and Son, Inc. (hereinafter referred to as Sidebotham), Alfred C. Mueller and C. E. Christopher, from a judgment entered herein in favor of Charles W. Shepard, defendant, and Linden H. Chandler and Chandler’s Palos Verdes Sand and Gravel Company, a corporation (hereinafter referred to as Chandler Company), defendants and respondents. Sidebotham is a corporation in the business of producing and selling sand and gravel with outstanding one class capital stock of 1,000 shares. The by-laws provide for three directors to be elected at an annual meeting of the stockholders to be held in June of each year, such directors to serve for one year and until their successors are elected.

The Chandler interests owned between them 500 shares of said stock and in October, 1956, Mueller and Shepard acquired the remaining 500 shares. These latter shares were represented by stock certificate Number 22 for 499 shares in the names of Mueller and Shepard jointly and later the additional share, at their instance, was issued to their attorney Christopher.

At the time of the issuance of the shares jointly to Mueller and Shepard they entered into an…