(Download) "Stoiber v. Miller Brewing Co." by Supreme Court of Wisconsin # Book PDF Kindle ePub Free
eBook details
- Title: Stoiber v. Miller Brewing Co.
- Author : Supreme Court of Wisconsin
- Release Date : January 05, 1950
- Genre: Law,Books,Professional & Technical,
- Pages : * pages
- Size : 66 KB
Description
On this appeal it suffices to note the following facts. Prior to and on and after July 1, 1947, the plaintiff, Michael T. Stoiber, and Frederick C. Miller and Lorraine J. Mulberger constituted the board of three directors of the defendant corporation. Miller was its president and he and Stoiber were employed by defendant in a managerial capacity at a salary of $12,000 and an expense allowance of approximately $12,000 per year. At a meeting of the board of directors on July 22, 1947, it transacted, as recorded in the minutes of the meeting, the following business: By the votes of directors Stoiber and Mulberger, a resolution was adopted which authorized defendants vice president and its secretary to enter into a written contract with director Miller for his employment by defendant as one of its two executive managers for ten years at a salary of not less than $12,000 per year, payable semimonthly, plus an annual expense account of $12,000; but Miller did not vote on this resolution; by the votes of directors Miller and Mulberger, a resolution was adopted which authorized defendants president and its secretary to enter into a written contract with director Stoiber for his employment by defendant as its coexecutive manager for ten years at the same salary and expense account as Miller; Stoiber did not vote on this resolution; and by the votes of the three directors a resolution was adopted which authorized likewise an agreement for the employment of Norman R. Klug (the personal attorney for director Mulberger) as general counsel for defendant for ten years at an annual salary of $24,000. The minutes of the meeting recording the adoption of said resolutions were signed by the three directors. There was no other authorization of said agreements by the corporation. Pursuant to said resolutions written agreements were prepared and on July 22, 1947, the instrument for plaintiffs employment for the ten year period was signed by him and defendants president and its secretary. Plaintiff alleges in his complaint that on or about February 21, 1949, his employment was terminated by defendant without any cause or justification. At a meeting of defendants board of directors on February 22, 1949, -- which plaintiff failed to attend, -- the board adopted, by the affirmative vote of two directors, a motion for the discharge of plaintiff for just cause as a coexecutive manager and secretary-treasurer of defendant; and at a meeting of the board on May 9, 1949, which Miller and Mulberger attended, said discharge of February 22, 1949, was ratified and confirmed as an avoidance of said employment agreement for causes including the invalidity of said reciprocal resolutions and votes of July 22, 1947, to authorize said agreement. At a stockholders meeting of defendant corporation on May 25, 1949, there was passed by a vote of 9994 shares to 1 share, a resolution which provided: that the action of the board of directors on February 22, 1949, in discharging M. T. Stoiber and avoiding his ten year agreement of hire dated July 22, 1947, and avoiding the resolution of the directors providing for that agreement and the action of the board of directors at the meeting of May 9, 1949, declaring said agreement and resolution avoided on behalf of the corporation are hereby approved and ratified by the stockholders.
 "Stoiber v. Miller Brewing Co." by Supreme Court of Wisconsin # Book PDF Kindle ePub Free){kind=link}