Dingus v. FADA Service Co., Inc.

McDonald, judge.

This appeal involves questions of deadlocked shareholders’ voting, shareholders’ pre-emptive rights, ultra vires acts, corporate custom, directors/shareholders’ estop-pel and ratification, all pursued in an action for judicial dissolution under KRS 271B.14-300(2).

Paintsville Investors, Inc. (Paintsville) was formed for the purpose of constructing and operating a nursing home under the corporate umbrella, FADA Service Co. (FADA), a holding company.

FADA, as the parent company of Paints-ville and the other appellee corporations, operates nursing homes in eastern Kentucky, along…