SEYMOUR BERKOWITZ, APPELLANT,
v.
BERNARD FIRESTONE, APPELLEE
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Berkowitz appealed a chancellor's decree voiding certain provisions of a stockholder's agreement. The Florida appellate court affirmed, finding the agreement's original purpose had expired and that it lacked essential provisions regarding time limits, applicability to successive stockholders, and capital stock requirements.
The court affirmed the chancellor's decree voiding the agreement provisions because the original intent and purpose had expired, the agreement failed to address critical issues like duration and applicability to successor stockholders, and the agreement attempted to impose voting restrictions unsupported by Florida law.
“It is apparent that the original intent and purpose of the agreement has expired, even if same was valid in the first instance.”
Establishes the core holding that the agreement's purpose had expired, justifying the chancellor's decree voiding it.
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This appeal involves the correctness of a chancellor’s final decree voiding certain provisions of a stockholder’s agreement. We affirm.
We find no error in the chancellor’s decree here under review for several reasons. It is apparent that the original intent and purpose of the agreement has expired, even if same was valid in the first instance. See: Gulf & S. I. R. Co. v. Horn, 135 Miss. 804, 100 So. 381, 34 A.L.R. 814; 17 Am.Jur. 2d, Contracts, § 412; 17A C.J.S. Contracts § 464; Williston on Contracts, Revised Edition, Vol. 6, § 1952. This is particularly true when the agreement failed to provide any time limit on its validity, whether it was applicable to successive stockholders, and where there was no provision for the issued capital stock to be subject to the terms of the agreement, and when it is apparent that at least one-half of the stockholders who signed said agreement have now disposed of their capital stock interest.
While statutes authorize greater than majority quorum in stockholders’ and directors’ meetings [see: §§ 608.10(4), 608.09(1), Fla.Stat, F.S.A.] there is no authority permitting higher than pluralities in stockholders’ meetings or higher than majority action in directors’ meetings. *299See: Gentry-Futch Co. v. Gentry, 90 Fla. 595, 106 So. 473; §§ 608.08(1), 608.09(1), Fla.Stat.,1 F.S.A.
We find no merit in the appellant’s remaining points. Laches is not applicable. See: Wiggins v. Lykes Bros., Inc., Fla.1957, 97 So.2d 273; Wagner v. Moseley, Fla.App.1958, 104 So.2d 86; Reed v. Fain, Fla.1962, 145 So.2d 858. The chancellor’s holding that any officer or employee could be discharged “for cause” is in accordance with the general authorities. See: 21 Fla. Jur., Master and Servant, § 5; 35 Am.Jur., Master and Servant, §§ 19, 40.
Therefore, the final decree here under review is hereby affirmed.
Affirmed.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Authorities Cited
- Gentry-Futch Co. v. Gentry, 90 Fla. 595 (Fla. 1925)
- George v. Reed and his wife, 145 So. 2d 858 (Fla. 1961)
- Wiggins v. Lykes Bros., Inc., 97 So. 2d 273 (Fla. 1957)
- Rosella Wagner v. Moseley, 104 So. 2d 86 (Fla. 2d DCA 1958)