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Ramos v. Estrada

Court of Appeals of California
8 Cal.App.4th 1070 (1992)


Facts

Broadcast Group partnered with another group, Ventura 41, to obtain a permit from the FCC to run a television station. Each group owned 50 percent of the combined entity, Television, Inc. The Ramoses (plaintiffs) owned 50 percent of Broadcast Group (and thus 25 percent of Television, Inc.) and Tila Estrada (defendant) owned 10 percent of the Broadcast Group (five percent of Television, Inc.). The members of Broadcast Group entered into an agreement to vote all of their shares in Television, Inc. the same way, as determined by a majority of the members. The agreement provided that if anyone did not vote with the majority, their shares would be sold to the other members of the Broadcast Group. Mr. Ramos was elected president of Television, Inc. at the first meeting of the combined entity, but after that, Estrada “defected” from the Broadcast Group. She voted with the Ventura 41 members of Television, Inc. to remove Ramos as president and replace him with a member from Ventura 41. The Ramoses sued Estrada for breach of contract, seeking specific performance of the agreement, causing her shares to be sold. The trial court found in favor of the Ramoses and Estrada appealed on the grounds that the agreement constituted a proxy, which expired when Estrada revoked it.

Rule of Law

Issue

Holding and Reasoning (Gilbert, J.)

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