Wilson v. Continental Body Corp‪.‬

Plaintiff Archie Wilson brought an action in four counts against Continental Body Corporation and Eldon Appling. In count I, plaintiff sought judgment for $1000, and a court order compelling Appling to transfer one-half of Appling's Continental shares to plaintiff. Counts II, III, and IV related to debt, wrongful discharge, and corporate waste. No appeal has been taken from the trial court's disposition of counts II, III, and IV. Continental Body Corporation is an Illinois corporation engaged in the manufacture of truck bodies. In 1975, defendant Appling became president of Continental. At that time, the majority of Continental's outstanding shares were held by the estate of Stan Goodman, Continental's former president. In July 1976, Appling hired plaintiff Archie Wilson as Continental's plant manager. Continental was in a precarious financial position at that time, and plaintiff maintains that, in the course of negotiating the conditions of his employment, the parties agreed that Appling and plaintiff would each acquire 50-percent ownership of Continental's corporate stock. In August 1976, plaintiff gave Appling a check for $2000. Appling characterizes this sum as a loan, but plaintiff maintains that this transaction was part of their plan to acquire equal ownership of Continental. Appling used the $2000 to buy the 1300 Continental shares owned by the Goodman estate. Plaintiff, however, did not receive any portion of these shares; instead, the 1300 shares were placed in the name of Eldon Appling. Under the agreement by which Appling acquired the 1300 shares, Appling and Continental Body agreed to accept liability for a $30,000 note held by the National Bank of Austin. The bank then released a mortgage on the Goodman home, and released Goodman's widow from liability on the note.