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Galler v. Galler

MAY 13, 1968.

EMMA GALLER, INDIVIDUALLY, AND AS TRUSTEE UNDER A TRUST AGREEMENT DATED JULY 21, 1956, AND AS EXECUTOR OF THE LAST WILL AND TESTAMENT OF BENJAMIN A. GALLER, DECEASED, PLAINTIFF-APPELLEE,

v.

ROSE GALLER AND AARON GALLER, INDIVIDUALLY, AND ROSE GALLER AS EXECUTRIX OF THE ESTATE OF ISADORE A. GALLER, DECEASED, DEFENDANTS-APPELLANTS.



Appeal from the Circuit Court of Cook County; the Hon. WALKER BUTLER, Judge, presiding. Affirmed.

TRAPP, J.

Rehearing denied June 21, 1968.

Defendants appeal from an interim order of the Circuit Court of Cook County, Illinois, which was entered pursuant to a reservation of jurisdiction under a previous decree for specific performance of a corporate stockholders' agreement.

In Galler v. Galler, 32 Ill.2d 16, 203 N.E.2d 577, the Supreme Court upheld a decree dated July 12, 1962, which ordered the enforcement of a stockholders' agreement in a close corporation. Such agreement required voting of stock for election of directors which would give equal representation to the members of two families who were dominant owners of the stock. The decree also ordered defendants, Isadore Galler and Rose Galler, to account for salaries received during a prior period. The decree provided inter alia:

"10. The court retains jurisdiction of the cause and of the parties hereto for the following purposes:

"(a) To enforce the provisions of this decree;

"(b) To take the accounting required by this decree, and to enter such further orders and decrees as may be necessary and just relative to such accounting;

"(c) To determine any remaining controversy between the parties with respect to the matters set forth in plaintiff's motion for leave to file a supplemental complaint and the proposed supplemental complaint attached to said motion entered herein on August 4, 1961, and the stipulation of the parties with respect thereto filed herein on August 9, 1961, and for the purpose of entering such orders, conducting such proceedings and entering such judgments or decrees as may be equitable in relation thereto."

Pursuant to the previous decree the bylaws of the Galler Drug Company were amended to provide for a four-member board of directors as follows: Aaron Galler and Emanuel Galler, representing the Isadore Galler family, and Emma Galler, widow, and her attorney, Sidney Zatz, representing the Benjamin Galler family. The Board elected two members of each family as officers as follows: Aaron Galler, President; Emanuel Galler, Treasurer; Emma Galler, Secretary; and Gerald Galler (Emma's son) as Vice-President. In the year 1965, the Board of Directors authorized payment of salaries to the officers in ...


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