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explained this by denying that any enforceable Boyle Agreement
existed.
The exchange of Mr. Boyle’s Ravenswood shares for Mr.
Strothotte’s Oralco shares allowed Mr. Boyle to become a greater
than two-thirds majority shareholder in Oralco and to terminate
the 1989 Stockholder’s Agreement regarding Oralco, which he did
immediately. Thereafter, Mr. Boyle and Mr. Strothotte informed
Mr. Bradley by letter13 that he had been removed as a director of
Oralco and its subsidiaries, in accordance with the termination
provision of the 1989 Stockholder’s Agreement. Mr. Boyle
appointed himself as sole director of Oralco and its related
entities.14
In response, on October 7, 1992, petitioner filed a lawsuit
against Mr. Boyle, Oralco, OMS, ORA, Ormet, attorney Mr. O’Brien,
and the law firm of O’Sullivan, Graev & Karabell (OGK) in the
United States District Court for the Northern District of West
13 The letter to petitioner effectuating his removal was
actually dated Apr. 20, 1992. The letter was incorrectly dated
because the documents were drafted on Apr. 20, 1992, but they
were not signed until after midnight. Thus, the documents should
have been properly dated Apr. 21, 1992. Vice Chancellor Chandler
in Oralco, Inc., et al. v. Bradley, supra, granted the motion to
amend the complaint to conform plaintiff’s pleadings to this
fact.
14 The issue of whether petitioner was validly removed as a
director of Oralco was decided in favor of the plaintiff, Oralco,
in Oralco, Inc., et al. v. Bradley, supra.
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