Fontaine v. Brown County Motors Co.

The questions are:

1. Was the option agreement invalid because it was not authorized at a corporate meeting by a majority of the stockholders ?

2. May a'court of equity refuse specific performance upon the ground that it would be harsh and oppressive and, if so, was it properly refused under the facts of this case ?

The company, relies upon sec. 180.11, Stats., to establish that it could not validly enter into the option agreement without a vote of a majority of its stockholders authorizing such action. The statute reads:

“ (2) Transfers of property. Every corporation may, by a vote of a majority…