370 F2d 524 Hoover v. Hoover Company

370 F.2d 524

Herbert W. HOOVER, Jr., Plaintiff-Appellee,
v.
The HOOVER COMPANY, Defendant-Appellant.

No. 17533.

United States Court of Appeals Sixth Circuit.

December 30, 1966.

Baker, Hostetler & Patterson, Richard F. Stevens, H. Stephen Madsen, Cleveland, Ohio, for appellee, on motion to dismiss appeal.

Loren E. Souers, Jr., Black, McCuskey, Souers & Arbaugh, Canton, Ohio, William E. Jackson, Milbank, Tweed, Hadley & McCloy, New York City, H. Vincent E. Mitchell, McAfee, Hanning, Newcomer, Hazlett & Wheeler, Cleveland, Ohio, for appellant, on motion in opposition to dismiss.

Before WEICK, Chief Judge, and PHILLIPS and CELEBREZZE, Circuit Judges.

PER CURIAM.

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1

Plaintiff-appellee is the former president and chairman of the board of the defendant-appellant corporation. He was removed from these offices by the board of directors upon their determination that this action was in the best interest of the company.

2

Thereafter the board called a special meeting of the holders of class B (voting) shares of common stock for the purpose of amending the certificate of incorporation so as to grant voting rights to holders of class A common stock of the company.

3

Appellee, who is still a significant shareholder, opposed this action and mailed his own proxy materials to the class B shareholders on October 21, 1966. On October 27, the eve of the special meeting of the class B shareholders, he instituted this action against the corporation and against all the directors except himself, undertaking to enjoin the special meeting scheduled for the following day.

4

The district judge entered an order on October 28, restraining appellants from taking any action at the special meeting other than the convening thereof for the sole purpose of adjourning said meeting to November 18, 1966. The ground for this order was that the stockholders had not been given sufficient notice of the meeting. On November 1, the district judge denied the company's motion to dissolve this temporary restraining order.

5

The company has appealed from the order of the district court granting the temporary restraining order and from the order denying the motion to dissolve.

6

The effect of the temporary restraining order expired by its own terms on November 18, 1966, and the issue presented on this appeal is now moot. Local No. 8-6 Oil, Chemical and Atomic Workers Union, etc., v. Missouri, 361 U.S. 363, 367, 80 S.Ct. 391, 4 L.Ed.2d 373.

7

The motion to dismiss the appeal is granted and the appeal is dismissed.