McBride v. Pennant Supply Corp.

623 N.E.2d 1047, 253 Ill. App. 3d 363, 191 Ill. Dec. 457, 1993 Ill. App. LEXIS 1769
CourtAppellate Court of Illinois
DecidedNovember 22, 1993
Docket5-92-0332
StatusPublished
Cited by8 cases

This text of 623 N.E.2d 1047 (McBride v. Pennant Supply Corp.) is published on Counsel Stack Legal Research, covering Appellate Court of Illinois primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
McBride v. Pennant Supply Corp., 623 N.E.2d 1047, 253 Ill. App. 3d 363, 191 Ill. Dec. 457, 1993 Ill. App. LEXIS 1769 (Ill. Ct. App. 1993).

Opinion

JUSTICE MAAG

delivered the opinion of the court:

The plaintiff-appellant, Roland L. McBride, appeals from a judgment of the circuit court of Jackson County, contending that the circuit court erred when it determined that: (1) it was required to accept the stock valuation of the corporate accountant, William Springer; (2) no evidence was presented which allowed the circuit court to find that the corporate accountant’s stock valuation was in error; (3) the stock valuation which was submitted by defendant-appellee, Pennant Supply Corporation (Pennant), was in conformity with the “Purchase and Sale Agreement” (Agreement); and (4) McBride’s stock value should be one-half of its face value.

The relevant facts are as follows: Pennant is a wholesale distributor of mechanical products such as plumbing, electrical, heating, air-conditioning, and refrigeration equipment. In April of 1968, McBride was hired by Pennant to do its accounting or bookkeeping while he was studying accounting at Southern Illinois University in Carbon-dale. At approximately the same time, Pennant hired Gene Lyerla and Elbert Gualdoni, Mrs. Margaret Evans’ cousin. Although McBride had approximately 20 to 25 hours remaining to obtain his accounting degree, he decided he would not finish his education at that time. McBride worked with Richard Boyd, a certified public accountant, to organize Pennant’s books and records in a proper accounting format. Boyd was an independent accountant who prepared the tax returns for Pennant and, at times, rendered advice to the corporation.

In 1971, McBride became Pennant’s secretary. Shortly thereafter, David Evans became the sole shareholder of the corporation. Eventually, Mr. Evans became concerned that the corporation was in need of capital. In fact, according to McBride, Mr. Evans had considered selling the corporation. McBride testified that, instead, Mr. Evans promised that if they would stay with him and work through the difficult times, he would reward them and involve them in the corporation. On February 28, 1975, Pennant entered into an Agreement with McBride, Gualdoni, and Lyerla to purchase stock in Pennant. All three employees testified that Mr. Evans allowed each of them to purchase stock in lieu of Pennant establishing a retirement plan for its employees. McBride was issued stock certificate No. 6, representing 120 shares. Gualdoni and Lyerla were issued stock certificate Nos. 7 and 8, respectively, both of which represented 80 shares each. At the time of issuance, each share of stock had a value of $100; however, each of the aforementioned employees was allowed to purchase the stock for one-half of the value of the stock.

Because Mr. Evans was concerned that a holder of one of the aforementioned stock certificates could leave the next day and realize a substantial profit on the sale of his stock, paragraphs 6 and 7 were included within the Agreement. They read as follows:

“6. Except as provided in Section 7 of this Agreement, in the event of a sale of stock under Section 3 hereof, or upon the death, retirement, discharge, withdrawal or resignation of any of the above[-]named officers or employees of the Corporation, within a 12-month period commencing on the date as of which all the said attorneys-in-fact above[-]named so unanimously concurred in and signed such a written determination of the net worth of the Corporation, the purchase price to be paid for the purchase and sale pursuant to this Agreement of each share of stock now owned or hereafter acquired by that officer or employee shall be that share’s aliquot portion of the net worth of the Corporation as so determined.
7. In the event of the discharge, withdrawal or resignation of any of the above[-]named officers or employees who are now the owners of Certificates numbered 6, 7 and 8 representing shares of stock of Pennant Supply Company, within a 12-month period commencing on the date as of which all the said attorneys-in-fact above[-]named so unanimously concurred in and signed such a written determination of the net worth of the Corporation, the purchase price to be paid for the purchase and sale pursuant to this Agreement of each share of the above[-j named stock Certificates numbered 6, 7 and 8 now owned by that officer or employee shall be one-half the share’s aliquot portion of the net worth of the Corporation as so determined.”

In the fall of 1987, McBride returned to school to finish his accounting degree while he was still working for Pennant. Although he never finished the course work for his bachelor’s degree, he passed the certified public accountant’s competency examination. Because Pennant’s business was slow in early 1988, Mr. Evans arranged for McBride to work with Richard Boyd on a “share-time” arrangement.

On March 5, 1988, Pennant’s president, Mr. Evans, died unexpectedly. Margaret Evans, his widow, assumed Mr. Evans’ position as Pennant’s president. Since the company’s fiscal year ended the last day of February, McBride requested a meeting with Mrs. Evans on March 19, 1988. In the course of that meeting, Mrs. Evans informed McBride that his services would no longer be needed after May 1, 1988. On March 19, 1988, McBride orally requested that Pennant purchase his stock pursuant to the Agreement.

In the early part of April 1988, McBride received a letter stating that a shareholder’s meeting was going to be held on April 23, 1988. The new directors that were elected in that meeting were Margaret Evans, Andrew Evans, and Patricia Evans. The shareholders were told that if they wanted the corporation to redeem their shares of stock, they should formalize their request in writing. That same day, McBride wrote a letter to Pennant’s president, Mrs. Evans, requesting that the corporation purchase his stock pursuant to the Agreement. In his letter, McBride stated that he believed that the stock was worth approximately $250 per share, which would make his total amount approximately $30,000. On May 18, 1988, Mrs. Evans responded to McBride’s letter. Mrs. Evans denied McBride’s request for $250 per share and made a counteroffer to him for $7,500. Mrs. Evans stated that she believed that McBride’s original request for $250 per share was in excess of the current fair market value of his stock.

On June 2, 1988, McBride refused Mrs. Evans’ counteroffer. In his letter, McBride stated that he had made a determination of the net worth of the corporation pursuant to the Agreement. According to his calculations, each share of stock was worth $253, for a total amount of $30,360 for McBride’s shares of stock.

Lyerla retired from Pennant on October 31, 1990. On November 14, 1990, he requested, in writing, that Pennant purchase his 80 shares of stock. Pennant never responded.

According to paragraph 5 of the Agreement, the officers of the corporation were to annually determine the net worth of the corporation in writing. McBride stated that he and Mr. Evans did this informally on an annual basis; however, he had no access to that information. Paragraph 8 provides, inter alia, that if the written annual determination is not accomplished within 30 days after receipt of notice by the corporation of the discharge of that officer or employee, the corporation will have an accountant prepare a statement of the net worth of the corporation.

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Cite This Page — Counsel Stack

Bluebook (online)
623 N.E.2d 1047, 253 Ill. App. 3d 363, 191 Ill. Dec. 457, 1993 Ill. App. LEXIS 1769, Counsel Stack Legal Research, https://law.counselstack.com/opinion/mcbride-v-pennant-supply-corp-illappct-1993.