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Salgo v. Matthews

Court of Civil Appeals of Texas
497 S.W.2d 620 (1973)


Facts

Salgo is the president of General Electrodynamics Corporation, and acted as the chairman of the annual stockholders’ meeting. Meer acted as election inspector at the meeting. Pioneer Casualty Company is a registered owner of stock in General Electrodynamics. At the stockholders’ meeting, Matthews and Thorp (plaintiffs) presented Meer with four documents purportedly identifying them as proxies for Pioneer Casualty. Beneficial title to Pioneer Casualty’s stock had been transferred to Don Shepherd, who was in bankruptcy. Two of the proxy documents were signed on behalf of Pioneer Casualty by Don Shepherd. One of the documents was an order from a Texas district court ordering Pioneer Casualty’s receiver, McFarling, to give Shepherd a proxy to vote Pioneer Casualty’s shares by giving further proxies to Matthews and Thorp. The fourth document was a proxy document signed by McFarling. Meer refused to accept the proxies. Matthews and Thorp immediately brought suit, seeking an order requiring Salgo and Meer (defendants) to accept the proxies, count the votes cast under the proxies, and declare the candidates supported by Matthews and Thorp to be elected as directors. The district court granted injunctive relief.

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Holding and Reasoning (Guittard, J.)

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