Hayward v. Hayward

SHORTESS, Judge.

In 1964 William C. Hayward, Sr., and his wife Helene R. Hayward formed a corporation called “Germania Plantation, Inc.” (Germania).1 The articles of incorporation contain a provision in Article V which requires a stockholder who desires to sell Germania stock to first offer it for sale to his fellow shareholders. The pertinent provisions of Article V are as follows:

1. With the exceptions hereinafter noted, no stockholder shall sell or otherwise transfer his stock or any portion thereof without first having given written notice of such intention to this Corporation and to each…