Hern v. Looney

The question here is whether a corporation’s transfer agent is required to transfer an apparently validly endorsed stock share in the face of a dispute over the legality of the transfer. We conclude that he/she is and affirm the court’s writ of mandamus but remand with directions to delete some unfounded findings in the order granting the writ.

FACTS

In 1975, Arlen B. Looney, Sr., Jack A. Hern, and August V. Klaue, stockholders in Regulus Stud Mills, Inc. (an Idaho corporation), agreed that upon each of their deaths the corporation would purchase the decedent’s shares. The agreement permitted…