Opinion
No. 10-255.
October 6, 2010.
I agree and concur with the majority that a sale of stock in Fondel Memorial Chapel, Inc., took place from George Fondel (George) to his sister, Francese Fondel (Francese). However, I disagree with the majority that the sale from George to Francese constituted a sale of George's "entire interest in the corporation."
The 1980 bill of sale clearly and unequivocally shows a sale of ten (10) shares of George's three hundred thirty-three (333) shares of stock in the corporation to Francese for $500.00. There is nothing in the record before us which legally supports the majority's finding that George divested his entire interest (all 333 shares of stock) in the corporation in favor of Francese or anyone else.
The majority mentions "George's intent to divest himself of an ownership interest in the corporation . . . and his affirmation . . . during the divorce proceedings [which] corroborate the transfer of ownership." This is not a case of intent and affirmation. George sold ten shares of stock and only ten shares of stock in the corporation to Francese — not three hundred thirty-three shares of stock. Intent, affirmation, and words to the contrary do not legally alter the original and only sale of ten shares of George's stock to Francese. There is no evidence in the record of any consideration for any sale of stock more than the $500.00 consideration for the ten shares of stock sold by George to Francese. Surely, the $500.00 consideration alone would be insufficient consideration for the sale of all of George's three hundred thirty-three shares of stock in the corporation. I dissent from the majority on that issue and would find that George remains the owner of three hundred twenty-three (323) shares of stock in the corporation.