Sipko v. Koger, Inc.

This case presented the issue of revocability of a gift of stock in one company and the validity of stock transfers in two other companies. George Sipko and his two sons Robert and Rastislav managed Koger, Inc. George made an undocumented gift of 1.5 percent in Koger stock to each of his sons. George then formed Koger Distributed Solutions, Inc. (KDS) and Koger Professional Services, Inc. (KPS) The sons each owned fifty percent of KDS and KPS. According to Robert, George became angry after learning about a romantic relationship in which Robert was involved and threatened to physically harm Robert unless he signed certain documents. Robert signed a document transferring his stock in KDS "For Value Received." A second document, transferred Robert's KPS stock using the same language. Robert testified that he signed the KPS document on February 3, 2006, and it was backdated. At a 2006 board meeting, George conducted a purported recall of Robert's 1.5 percent share of Koger stock. George and Rastilav contended that any document signed by Robert was executed voluntarily. Robert then sued his father, Rastislav and the three companies seeking damages and equitable relief. Upon review, the Supreme Court held that George's gift of Koger stock to Robert was unconditional and therefore irrevocable. Robert's transfers of KDS and KPS stock were void for lack of consideration. View "Sipko v. Koger, Inc." on Justia Law