Warehime v. Warehime

CAVANAUGH, J.:

¶ 1 The core issue for resolution on remand from the Supreme Court is whether the directors of a corporation can divest the majority shareholders of their voting control and vest control in themselves. We hold that they cannot.

¶ 2 The facts, as adduced at trial and taken from the trial court opinion, are as follows: Alan Warehime, the father of appellant Michael Warehime and appellee John Warehime, instituted two voting trusts in 1988 to control the majority of voting stock (Class B common stock) in Hanover Foods Corp. (HFC). Alan Ware-hime established the first trust with his…