Ramos

Defendants Tila and Angel Estrada appeal a judgment which states they breached a written corporate shareholder voting agreement. We hold that a corporate shareholders’ voting agreement may be valid even though the corporation is not technically a close corporation. We affirm.

Facts

Plaintiffs Leopoldo Ramos et al. formed Broadcast Corporation for the purpose of obtaining a Federal Communications Commission (FCC) construction permit to build a Spanish language television station in Ventura County.

Ramos and his wife held 50 percent of Broadcast Corp. stock. The remaining 50 percent was issued in equal amounts to five other couples. The Estradas were one of the couples who purchased a 10 percent interest in Broadcast Corp. Tila Estrada became president of Broadcast Corp., sometimes known as the “Broadcast Group.”

In 1986, Broadcast Corp. merged with a competing applicant group, Ventura 41 Television Associates (Ventura 41), to form Costa del Oro Television, Inc. (Television Inc.). The merger agreement authorized the issuance of 10,002 shares of Television Inc. voting stock.

Initially, Television Inc. was to issue 5,000 shares to Broadcast Corp. and 5,000 to Ventura 41.…