Hillman v. Douglas Engineering Co.

702 So. 2d 156, 1997 Ala. Civ. App. LEXIS 643, 1997 WL 448578
CourtCourt of Civil Appeals of Alabama
DecidedAugust 8, 1997
Docket2960650
StatusPublished
Cited by1 cases

This text of 702 So. 2d 156 (Hillman v. Douglas Engineering Co.) is published on Counsel Stack Legal Research, covering Court of Civil Appeals of Alabama primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Hillman v. Douglas Engineering Co., 702 So. 2d 156, 1997 Ala. Civ. App. LEXIS 643, 1997 WL 448578 (Ala. Ct. App. 1997).

Opinion

ROBERTSON, Presiding Judge.

J. M. Hillman appeals from a judgment of the Jefferson County Circuit Court on his counterclaim against Douglas Engineering Company, Inc. (hereinafter “DEC”). As to the counterclaim, that judgment awarded him $18.45 for his 15 shares of stock in DEC and assessed a statutory penalty of 10% of that amount against DEC on the basis that it had failed or refused to allow Hillman to inspect its corporate records; it afforded Hillman no further relief. We affirm in part, reverse in part, and remand.

In 1992, appellee DEC initiated a civil action against Doris M. Reel; H. Vann Grav-lee; PRe, Inc.; and a fictitiously named defendant, alleging that the defendants had misappropriated DEC’s business opportunities to its detriment. Hillman was substituted for the fictitious party in 1993.

After Hillman was added as a defendant, he counterclaimed against DEC, alleging that he held more than 5 per cent of the stock of DEC. Hillman sought, among other things, inspection of DEC’s books and records, tax returns, and financial data, under the Alabama Business Corporation Act. DEC thereafter amended its complaint, alleging that Hillman had failed to comply with a restrictive endorsement upon his stock certificate. That restriction required Hillman, upon his resignation from DEC’s employment, to offer to sell his shares back to DEC at a price based upon the proportion of his stock to DEC’s total “book value,” defined as DEC’s capital and surplus undivided profits minus any reserves and bad debts. Hillman denied having any knowledge of the existence of such a restrictive endorsement having been affixed to his stock certificate, and he alleged that his stock certificate had “disappeared from his desk.” Later, in a trial brief, Hillman argued that the stock certificate containing the restrictive endorsement was invalid because it was not signed by two officers of the company, as was required in 1984 (the year of their issue) by § 10-2A-40(a), Ala.Code 1975.

The trial court conducted a nonjury trial on September 4, 1996, and October 16, 1996, receiving various evidentiary exhibits of record as well as testimony that has not been [158]*158transcribed and made a part of the record on appeal. On November 25, 1996, the trial court entered a judgment, finding for Hill-man on DEC’s claims of misappropriation of corporate opportunities. With respect to the disputed DEC stock, as well as Hillman’s inspection rights, the trial court found that the certificate representing Hillman’s shares of stock was not void even though it was signed by only one officer of DEC, and that the restrictive endorsements on the stock certificate were valid and enforceable. However, the trial court reserved ruling until January 31, 1997, on Hillman’s claim for wrongful withholding of corporate records and on the value of Hillman’s stock, and directed DEC to produce its books, papers, records of account, minutes, and records of shareholders to Hillman within 30 days in an effort to determine the value of his stock at the time of his resignation in 1992; this deadline was later extended to January 17, 1997. Hillman’s motion to alter, amend, or vacate the November 25,1996, judgment was denied by the trial court.

On January 28, 1997, Hillman moved for enforcement of the portions of the November 25, 1996, judgment requiring DEC to allow inspection of its corporate records, contending that he had not. been allowed to inspect these records personally and that in response to the trial court’s judgment DEC had provided only computer printouts of income and expenses, its corporate by-laws, and certain corporate minutes. Hillman sought sanctions for DEC’s alleged failure to comply with the November 25, 1996, judgment, as well as a continuance of the hearing set to determine the value of Hillman’s stock. DEC filed a response in opposition to this motion, principally alleging that counsel for Hillman had orally agreed to accept the documents provided on January 17, 1997, as DEC’s compliance with the November 25, 1996, judgment.

On January 31, 1997, after a hearing, the trial court entered an order denying Hill-man’s motion for enforcement and sanctions; in its order, the trial court also found that the value of Hillman’s 15 shares of DEC stock was $18.45, or $1.23 per share, and that Hillman was entitled to the value of his stock plus a 10 per cent penalty because of DEC’s failure to allow inspection of its books and records by Hillman. See Ala.Code 1975, § 10-2A-79(c) (repealed). The trial court entered a judgment in favor of Hillman for $20.30, and subsequently dismissed all claims against Reel, Gravlee, and PRe, Inc., with prejudice.

Hillman raises two issues on appeal. First, Hillman contends that the trial court erred in holding that the restrictive endorsement on his stock certificate was valid notwithstanding the absence from the certificate of the signatures of two officers as required by § 10-2A-40(a), Ala.Code 1975 (repealed). Second, Hillman contends that the trial court improperly denied his right to inspect DEC’s corporate records for the purpose of determining the value of his stock.

At the time of DEC’s incorporation in 1984, and at the time Hillman’s stock certificate was issued in 1985, the Alabama Business Corporation Act provided as follows, in pertinent part:

“The shares of a corporation shall be represented by certificates signed by the chairman of the board, president, an executive vice president, a vice president, or the treasurer and by the secretary, an assistant vice president, an assistant secretary, or an assistant treasurer, and may be sealed with the seal of the corporation or a facsimile thereof.”

Ala.Code 1975, § 10-2A-40(a) (repealed).

The certificate of stock issued in the name of DEC to Hillman bears the signature of Barbara A. Douglas, who was DEC’s secretary during the year following its incorporation (although her capacity is not noted on the certificate). However, no other signature appears on the face of Hillman’s stock certificate, and the above-quoted statutory language does not contain any exceptions to its mandate that a stock certificate be signed by either the chairman of the board, the president, an executive vice president, a vice president, or the treasurer of the issuing corporation. It follows that Hillman’s stock certificate was not issued in accordance with the applicable requirements of § 10-2A — 40(a). Thus, this court must determine the effect of such an omission upon the validity of the [159]*159certificate, for both the requirement that Hillman offer to resell his stock to DEC and the formula for calculating the price at which he must offer to resell his stock are derived from the certificate itself.

Hillman has not directed this court to any caselaw or to any provision in the Alabama Business Corporation Act or its commentary declaring or suggesting that a stock certificate lacking a required signature is void. The prevailing view in American corporate law is that a corporation’s failure to observe all required statutory formalities in issuing a certificate of stock to one of its stockholders does not alone invalidate such a certificate. For example, while the leading treatise on corporations law recognizes that “[i]t is not uncommon for the statutes to prescribe the general form and contents of share certificates,” see 11 Timothy P. Bjur & James Solheim, Fletcher Cyclopedia of the Law of Private Corporations § 5163 (1995), and that “[s]ome codes specify the officers whose signatures must appear on the certificate,” see id.

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Bluebook (online)
702 So. 2d 156, 1997 Ala. Civ. App. LEXIS 643, 1997 WL 448578, Counsel Stack Legal Research, https://law.counselstack.com/opinion/hillman-v-douglas-engineering-co-alacivapp-1997.