Robinson v. Malheur Publishing Co.

*58OPINION

KILKENNY, District Judge:

Plaintiffs, shareholders in Malheur Publishing Co. (Malheur), the publisher of a newspaper in Ontario, Oregon, here challenge, as minority stockholders, the issuance of 10,000 shares of the capital stock of the corporation, on the ground that the consideration was so grossly inadequate as to amount to a fraud.

Malheur is primarily engaged in the publication of a newspaper known as the Argus-Observer. William F. MacKnight is president and chief executive officer of Malheur and he and his wife have always owned a majority of its capital stock. Plaintiff, Larry H.…