Sarner v. Fox Hill

Fox Hill, Inc., hereinafter referred to as Fox Hill, owned and operated an inn in Ridgefield. The defendant George T. Barker, hereinafter referred to as the defendant, assumed the management of the inn in 1958 and successfully operated it at increasing profits up to the commencement of this action. On December 3, 1959, the entire board of directors of Fox Hill consisted of the defendant, his wife, Bertha S. Barker, and his attorney. Of these three, only the defendant was a stockholder in the corporation, and his holdings, including those in his name as executor of the will of his mother, amounted to 425 shares. On the above date, the board of directors held a meeting. The defendant was present but abstained from voting. At that meeting it was voted to compensate the defendant for his management services by transferring to him 100 shares of treasury stock, which the board valued at $145 per share, a valuation which the plaintiff does not contest. This stock was transferred to the defendant on December 16, 1959. At the same meeting it was also voted that the defendant should be granted an option to purchase up to 250 additional shares at $120 per share. The option