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The Museum's lawyer told the board that, based on his discussions with Pennzoil, he believed that if the board went back "firm" with an offer of 0 plus a stub, Pennzoil would accept it.
After a recess, the Museum's president (also a director of Getty Oil) moved that the Getty board should accept Pennzoil's proposal provided that the stub be raised to , and the board voted 15 to 1 to approve this counter-proposal to Pennzoil.
This is an appeal from a judgment awarding Pennzoil damages for Texaco's tortious interference with a contract between Pennzoil and the "Getty entities" (Getty Oil Company, the Sarah C. Getty Trust would own 4/7th of the stock and Pennzoil the remaining 3/7th; and providing for a division of Getty Oil's assets, according to their respective ownership if the Trust and Pennzoil were unable to agree on a restructuring of Getty Oil by December 31, 1984; (2) Texaco knowingly interfered with the agreement between Pennzoil and the Getty entities; (3) As a result of Texaco's interference, Pennzoil suffered damages of .53 billion; (4) Texaco's actions were intentional, willful, and in wanton disregard of Pennzoil's rights; and, (5) Pennzoil was entitled to punitive damages of billion.
The jury found, among other things, that: (1) At the end of a board meeting on January 3, 1984, the Getty entities intended to bind themselves to an agreement providing for the purchase of Getty Oil stock, whereby the Sarah C.
Thus, before it was submitted to the Getty Oil board, the Memorandum of Agreement had been executed by parties who together controlled a majority of the outstanding shares of Getty Oil.
The Memorandum of Agreement was then presented to the Getty Oil board, which had previously held discussions on how the company should respond to Pennzoil's public tender offer.
On December 28, 1983, Pennzoil announced an unsolicited, public tender offer for 16 million shares of Getty Oil at 0 each.
Pennzoil's investment banker reacted to this price negatively.
Paul Getty Museum, which held approximately 11.8% of the shares of Getty Oil, to discuss the tender offer and the possible purchase of Getty Oil.
Soon afterwards, Pennzoil contacted both Gordon Getty and a representative of the J.
During the meeting, Boisi briefly informed the board of the status of his inquiries of other companies that might be interested in bidding for the company.
He reported some preliminary indications of interest, but no definite bid yet.
Under the plan set out in the Memorandum of Agreement, Pennzoil and the Trust (with Gordon Getty as trustee) were to become partners on a 3/7ths to 4/7ths basis respectively, in owning and operating Getty Oil.