Case v. Sink & Rise, Inc.

Summary

The Wyoming Supreme Court affirmed the district court’s determination that corporate resolutions adopted at a Sink & Rise, Inc. shareholder meeting were valid. The court held that shares jointly owned by a husband and wife as tenants by the entirety were entitled to vote and could be counted toward a shareholder-meeting quorum when represented in person by one co-owner, even though the shares could not be voted without agreement from both owners. The court also held that the appellant’s failure to respond to a motion for partial summary judgment precluded relitigation of conflicting-interest claims.

Holdings

1. The district court's dismissal of Count I on unopposed summary judgment fully adjudicated the conflicting-interest claims alleged in that count, and Shirley Case could not revive those claims during the trial on Count II.
2. Shares held by a husband and wife as tenants by the entirety were entitled to vote under the corporation's bylaws and could be counted for quorum purposes when represented in person by one co-owner, even though both owners' agreement was required before the shares could actually be voted.

Questions Presented

1. Whether the district court could adjudicate and exclude evidence concerning alleged directors' conflicting-interest transactions after dismissing the count raising those claims on unopposed summary judgment.
2. Whether 16 shares held by James Caleb Case and Shirley Case as tenants by the entirety were entitled to vote and could be counted toward a shareholder-meeting quorum when James Caleb Case alone represented the shares in person.

Disposition

affirmed