Fourth Court of Appeals San Antonio, Texas MEMORANDUM OPINION No. 04-19-00229-CV TEXAS P.M.R., INC. and John Ripley, Appellants v. Robert RIPLEY and Mary Guzman, Appellees From the 407th Judicial District Court, Bexar County, Texas Trial Court No. 2018-CI-23830 Honorable Aaron Haas, Judge Presiding Opinion by: Patricia O. Alvarez, Justice Sitting: Patricia O. Alvarez, Justice Irene Rios, Justice Liza A. Rodriguez, Justice Delivered and Filed: December 18, 2019 AFFIRMED This interlocutory appeal involves a dispute among three siblings over the ownership of a Texas corporation, Appellant Texas P.M.R., Inc. Appellants John Ripley and Texas PMR sued appellees Robert Ripley and Mary Guzman seeking declarations that John is Texas PMR’s sole shareholder and that Robert and Mary do not own any shares in that company. They also seek to enjoin any purported officers or directors of the corporation from taking certain specified actions. Texas PMR and John appeal from the denial of their request for a temporary injunction. We affirm. 04-19-00229-CV BACKGROUND John, Robert, and Mary are the three children of Patricia Ripley, who died intestate in February 2008. Robert and Mary filed an heirship proceeding in 2018, which resulted in a judgment that John, Robert, and Mary are Patricia’s heirs and that each owns one-third of her estate. The heirship judgment does not make any determination concerning the contents of that estate. The fundamental disputes in this case are whether Patricia owned 1,000 shares in Texas PMR at the time of her death, and whether those 1,000 shares constitute all the outstanding shares in the corporation. A. Events Occurring Prior to Patricia’s Death Texas PMR has a rather convoluted history. 1. Origin of P.M.R., Incorporated In October 1988, the company was incorporated as P.M.R., Incorporated. According to its Articles of Incorporation (AOI), it was authorized to issue 1,000 shares of common stock with a par value of one dollar per share. The AOI also state that the initial board of directors consisted of one director: John. But the minutes of the December 31, 1988 organizational meeting of the board of directors identify three directors—Robert, Patricia, and John. Those minutes also reflect that the directors approved and adopted bylaws for the corporation, and that those bylaws contain provisions for calling shareholder meetings and conducting company business. The first shareholder meeting was also held on December 31, 1988, and that meeting’s minutes state that resolutions were adopted ratifying the election of directors and the adoption of the bylaws. The bylaws themselves do not appear in our record and John denies that any bylaws were ever adopted. The minutes of the December 31, 1988 organizational meeting also show that John was named president and secretary of the company, and that the board accepted the following offer to purchase the company’s shares: -2- 04-19-00229-CV On that same day, Stock Certificate 1 was issued certifying that “Patricia Ripley (for PMR LTD) is the registered holder of one thousand shares in P.M.R. Inc.” 2. PMR Limited (Limited-1) In March 1989, a company named PMR LIMITED (Limited-1) was ...
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