Pennfield Oil Company v. Winstrom

FACTUAL BACKGROUND

Pennfield Oil Company (Pennfield) is a closely held Nebraska corporation, formed in 1947 by R.W. Winstrom (R.W.). It has been a subchapter S corporation since 1987. At the time of the corporation’s formation, R.W. held 50 shares of stock, as did J.P. Stocker. Another 20 shares were later issued to VJ. Lich, and in 1948, the three shareholders entered into an agreement (the 1948 agreement) generally requiring redemption of the stock at book value upon the death of a shareholder or a shareholder’s desire to sell stock. Stocker’s shares were redeemed by Pennfield in 1949, and…