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including specific performance of the redemption and the sale of
600 Madison preferred shares from Elmer's estate.2
2The counterclaims are as follows:
COUNTERCLAIMS
Defendants/Counterclaim Plaintiffs Jean W. Lange
and Gene C. Lange [petitioners' son], for their coun-
terclaims against Beth Thomas Lange, Mary Beth
Williams, and Martha Jane Lange, state:
* * * * * * *
COUNT I: DECLARATORY JUDGMENT
* * * * * * *
16. A present controversy exists among the
parties regarding the legal effect of certain actions
taken by Madison Holding Co., the Estate of Elmer F.
Lange, Beth Thomas Lange, Mary Beth Williams, Martha
Jane Lange, Jean W. Lange, and Gene C. Lange, including
but not limited to:
a. whether the agreement for the sale of 600 shares
of Madison Holding Co. preferred stock to Jean W.
Lange is valid and enforceable;
b. who owns the stock of Madison Holding Co. held by
Elmer F. Lange before his death;
c. whether the stock certificate forms signed by Beth
Thomas Lange purportedly as President of Madison
Holding Co. are valid;
d. whether the noticed redemption by Madison Holding
Co. of 1,054 common shares and 1,750 preferred
shares is valid;
e. whether the consideration for the 2,000 shares of
common stock issued to Jean W. Lange of February
21, 1991 was adequate and whether said issuance
was consistent with the rights of all concerned;
and
f. whether the bylaws of Madison Holding Co. create
enforceable rights in favor of Madison Holding Co.
(continued...)
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