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September 1, 1990 stockholders’ agreement placed certain restric-
tions on the transfer of Burien Nissan stock. Under the terms of
those agreements, the only restriction that applied to the sale
of all of the shares of one minority stockholder to another
stockholder was the restriction that required the selling minor-
ity stockholder to obtain the prior written consent of Mr.
Johnston and Jacque Johnston.26 Pursuant to the terms of the
September 13, 1991 Whitehead/Stanford stock purchase agreement,
certain consents had been obtained prior to the execution of that
agreement, and that agreement did not require any other consents
to be obtained.
On the record before us, we find that petitioners have
failed to show that the “consents * * * previously obtained”
referenced in the September 13, 1991 Whitehead/Stanford stock
purchase agreement were not the consents of Mr. Johnston and
Jacque Johnston. On that record, we further find that petition-
ers have failed to show that the sale of Mr. Stanford’s Burien
Nissan stock to Mr. Whitehead pursuant to the September 13, 1991
25(...continued)
consent of Mr. Johnston and Jacque Johnston to any transfer of
Burien Nissan stock by a minority stockholder. The foregoing
restriction in the May 25, 1990 stock purchase agreement was
incorporated by reference into the September 1, 1990 stockhold-
ers’ agreement.
26The September 1, 1990 stockholders’ agreement placed
additional restrictions on the sale of Burien Nissan stock by a
minority stockholder to a third party.
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