Herman Fryar was a shareholder in a small company, Bryan-Barber Realty, Inc. Fryar’s ownership was subject to a shareholder agreement stating that he could not sell or otherwise dispose of his stock without the permission of the other shareholders. In divorce proceedings, the court directed Herman to transfer the stock to his wife, Judith. Bryan-Barber subsequently obtained a judgment against Herman and sought to recover his shares. The company claimed that Herman was still the owner of the shares because the shareholder agreement prohibited the transfer of his shares to anyone else, including Judith, without the permission of the other shareholders.