Salamone v. Gorman

John Gorman (plaintiff), founder and majority shareholder of Westech Capital Corporation, and a management group of directors (defendants) disputed how two board-voting provisions in a 2011 voting agreement should be counted: section 1.2(b), letting an 'independent' director be chosen by a 'majority of the holders' of certain stock, and section 1.2(c), letting 'Key Holders' (initially Gorman and Halder) elect two directors. Gorman read both provisions as one-vote-per-share; the management group read them as one-vote-per-shareholder (per-capita). The chancery court found both provisions ambiguous, ruled 1.2(b) was per-share and 1.2(c) per-capita, and both sides appealed.