Hall v. Hall

Margaret Hall (plaintiff) inherited her late husband Edward's half interest in a family corporation, while Harry Hall (defendant), the surviving equal shareholder, filled the resulting board vacancy with his own wife and the two appointed themselves president and vice-president. Harry then refused to attend shareholders' meetings, and because Missouri law required a majority of shareholders to attend to form a quorum, his 50% stake let him single-handedly prevent any new directors from being elected, leaving him and his wife as holdover directors indefinitely. When the board later approved selling unissued stock, Margaret sought an injunction forcing Harry to attend meetings, barring a deadline on her preemptive purchase rights, and removing Harry and Florence as officers and directors; the trial court dismissed her petition for failure to state a claim.