Schneider

Plaintiff appeals from a summary judgment entered in favor of respondent Standard Oil Company of California (hereafter referred to as Standard). In her complaint, plaintiff alleged that she was the owner of certain shares of Standard stock which her deceased husband (hereafter Schneider) had acquired under a “Stock Plan” created by Standard for the benefit of its employees. This stock had been sold by Standard and the proceeds of the sale had been distributed to Schneider (and through him to certain of his creditors) prior to his death.

Schneider had been employed by Standard for some 26 years. Toward the end of his career, Standard became aware that Schneider had borrowed several thousand dollars from Standard customers with whom *1020 he had had contact, and that he had failed to repay these sums. Since this practice was in violation of certain company rules, Schneider was asked to resign. His resignation was tendered and accepted, and he was considered an early retiree with his retirement date set at November 1, 1970.

In November 1970, Standard was served with an order to show cause and a temporary restraining order in an action brought by Fletcher Oil & Refining…