Ramos v. Estrada Case Brief Summary | Law Case Explained

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Ramos v. Estrada, 10 Cal. Rptr. 2d 833 (1992)
Generally speaking, shareholder voting agreements are contractual arrangements among shareholders that dictate how participating shareholders will vote their shares on certain matters. In Ramos versus Estrada, we explore the enforceability of such agreements.
Broadcast Corporation merged with Ventura 41 Television Associates to secure a permit from the Federal Communications Commission to operate a Spanish-language television station.
Pre-merger, Leopoldo Ramos and his wife owned fifty percent of Broadcast, and Tila and Angel Estrada owned ten percent. After the merger, shares in the new entity, Costa del Oro Television, were distributed in the same proportion.
As part of the merger, Broadcast’s members entered a written shareholder agreement. Among other things, the agreement provided that all members would vote their shares in Costa del Oro according to the will of the majority of Broadcast’s members. The agreement also specified that if any shareholder didn’t vote according to the majority, their shares would be sold to other members of Broadcast.
After the merger, the Estradas voted in opposition to the other Broadcast members.
In response, the Ramoses filed suit against the Estradas for breach of contract and seeking a court order to cause the Estradas’ shares to be sold per the shareholder agreement. The Estradas countered that the agreement constituted a proxy, which they had validly revoked.
The trial court found in favor of the Ramoses and granted specific performance. The Estradas appealed to the California Court of Appeal.
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