Avritt v. O'Daniel

COMBS, Judge.

This is an appeal and cross-appeal from the “summary judgment” of the Marion Circuit Court interpreting and enforcing a corporate by-law restriction on the transfer of shares.

As a preliminary matter, we note that this is not an appeal from a summary judgment but an appeal from a trial and decision by the court, since the lower court made findings of fact and conclusions of *37law. Therefore, our review is limited by the clearly erroneous standard of CR 52.01.

The New Farmers Tobacco Warehouse of Lebanon, Inc. was organized in 1962 by five incorporators as equal owners. The company…