Justia Non-Profit Corporations Opinion Summaries

James Garside acquired shares in South Despain Ditch Company in contravention of corporate restrictions on transferability of South Despain shares. After the sale, South Despain refused to issue certificates in Garside’s name and recognize him as a shareholder, claiming that the sale violated the transfer restrictions and was therefore was void. Garside filed suit, challenging the enforceability of the restrictions and asserting that their enforcement put South Despain in breach of its obligations in contract, fiduciary duty and the Utah Nonprofit Corporation Act. The district court granted summary judgment in favor of South Despain. Garside died during litigation, and Paul Southam proceeded on appeal. The Supreme Court affirmed, holding that the restrictions on the transfer of South Despain shares were enforceable, and thus, Southam acquired no viable rights as a shareholder. Absent a shareholder interest in the corporation, Southam lacked standing to pursue any of his claims. View "Southam v. S. Despain Ditch Co." on Justia Law

Appellant Greg Bell requested that County Risk Sharing Authority (CORSA), a joint self-insurance pool whose members included the majority of Ohio's counties, provide him with certain CORSA records pursuant to Ohio Rev. Code 149.43 and Ohio Rev. Code 149.431. David Brooks, the managing director of property and casualty insurance for CORSA, refused to provide copies of the records, asserting that they were not public records and that CORSA was a private corporation and not a public office subject to section 149.43. Bell filed for writs of mandamus to compel Brooks to provide copies of the requested CORSA records. The court of appeals denied the requested writs. The Supreme Court (1) affirmed the judgment of the court of appeals insofar as it denied the writs relating to Bell's claim for CORSA's board meeting minutes on grounds that CORSA was not the functional equivalent of a public office for purposes of section 149.43, but (2) reversed to the extent that the court of appeals failed to consider Bell's records requests for CORSA's financial and compensation records as CORSA's status as a private, nonprofit corporation was not dispositive in regard to these claims. Remanded. View "State ex rel. Bell v. Brooks" on Justia Law