Arcata National Corporation, a California Corporation v. Robert C. Rengo and William A. Elsasser, William A. Elsasser v. Arcata Communications, Inc., a California Corporation

538 F.2d 273 ARCATA NATIONAL CORPORATION, a California Corporation, Plaintiff-Appellant, v. Robert C. RENGO and William A. Elsasser, Defendants-Appellees. William A. ELSASSER, Plaintiff-Appellee, v. ARCATA COMMUNICATIONS, INC., a California Corporation, Defendant-Appellant. No. 75-1385. United States Court of Appeals, Ninth Circuit. July 2, 1976. Rehearing Denied Aug. 31, 1976. Cleveland C. Cory (argued), of Davies, Biggs, Strayer, Stoel & Boley, Portland, Or., for appellant. George E. Birnie (argued), Portland, Or., for appellees. OPINION Before MOORE, * KILKENNY and SNEED, Circuit Judges. MOORE, Circuit Judge: 1 The origin of this business transaction which brought the parties into court is to be found in a negotiation in the spring of 1971 which resulted in a written agreement entitled "Plan and Agreement of Reorganization" (the "Plan") whereby William A. Elsasser and Helen B. Elsasser, his wife ("Helen"), and Robert C. Rengo agreed with Arcata National Corporation, a California corporation ("Arcata"), to exchange all the stock of Telequip Corporation, an Oregon corporation (the "Company"), engaged in marketing and installing tele-communications equipment, of which they…