Richard L. Chartrand v. Barnery's Club, Inc., a Nevada Corporation

HAMLEY, Circuit Judge:

This is a diversity action arising out of a counterclaim by Richard L. Chart-rand to compel Barney’s Club, Inc., a Nevada corporation, to issue to Chart-rand fifteen shares of its capital stock or, in the alternative, to pay damages in the sum of $25,000. 1 After a trial without a jury, judgment was entered for defendant corporation. Chartrand appeals.

We first summarize the district court’s findings of fact. In the summer of 1960, Chartrand and Barney E. O’Malia (O’Malia), entered into an agreement in contemplation of incorporating Barney’s Club, Inc. In this contract,…