Eliason v. Englehart

In this appeal, we construe the statute governing irrevocable proxies. Specifically, we consider whether a proxy “states that it is irrevocable,” as required by statute, where the only mention of the proxy being irrevocable is found in a notarized acknowledgment at the bottom of the document. Because the sole purpose of an acknowledgment is to validate the signature on the document, we hold that it cannot be used to satisfy substantive requirements of the proxy statute. Accordingly, we reverse.

I. Factual and Procedural Background

Brosius-Eliason Co. is a building and materials company whose…