Bruce Bowman received 1,500 shares of Ling and Company Class A common shares. The shares were the…

Bruce Bowman received 1,500 shares of Ling and Company Class A common shares. The shares were the subject of an option agreement contained in the articles of incorporation requiring Bowman to offer the shares to the corporation before selling them to any other person. On the front of Bowman’s share certificate, in small print, it was stated that transfer of the shares was subject to the provisions of the articles, that a copy of the articles could be obtained from Ling or from the secretary of state, and that the back of the share certificate stated which sections of the articles contained the content of the option agreement. On the back of the share certificate, in small print, the reference to the restriction was again made, and specific reference was given to Article 4 of the articles of incorporation, in which the restriction was contained. Bowman borrowed money from Trinity Savings and Loan. When Bowman defaulted on the loan, Trinity attempted to sell the shares, but Ling objected, invoking the option agreement. Is the option agreement enforceable against Trinity?

 

 

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