Ramos v. Estrada
Court of Appeals of California
8 Cal.App.4th 1070 (1992)
Relevant factsFree
The Ramoses (plaintiffs) and Estrada (defendant), members of Broadcast Group -- co-owner with Ventura 41 of a TV station entity -- signed an agreement to vote all their Television, Inc. shares together as decided by majority, with defectors' shares subject to forced sale; after voting with Ventura 41 to remove Mr. Ramos as president, Estrada was sued for breach of the pooling agreement, and the trial court ordered specific performance forcing the sale of her shares, which she appealed, arguing the agreement was merely a revocable proxy.
IssueFree
Whether a pooling agreement remains valid and enforceable even when one party seeks to withdraw from it.