Bakke v. Harvison, 417 S.W.3d 645

7800 Ranch Investment, Inc. was a closely held Texas corporation owning an 11,000‑acre ranch; for years its only shareholders were Mack Ponder (59%) and 7HBF (41%), but they had an agreement providing equal voting rights.
In 2003 Bakke contracted to buy Ponder’s 59% interest; Ponder died in 2004 and his shares were transferred to the Mack Ponder Family Living Trust, which assigned the 590 shares to Bakke in February 2005 via a Bill of Sale; Bakke issued himself a stock certificate and recorded the transfer in corporate records.
7HBF loaned 7800 money and held a deed of trust on the ranch; after demands for payment, Bakke paid $152,500 in February 2006 (accepted as his 59% share) to prevent foreclosure, and 7HBF made further loans later recorded in corporate books showing Bakke responsible for 59% of debt.
In March 2008 7HBF foreclosed and purchased the ranch for $200,000 at a public sale; Bakke alleges he received notice only after the sale and sued individually and derivatively for fraud, breach of fiduciary duty, rescission, fraudulent conveyance, constructive trust, conspiracy, oppression, and related claims.
The Harvisons moved for no‑evidence summary judgment on the ground Bakke had no evidence he was a shareholder; the trial court granted the motion, dismissed all claims (all premised on shareholder status), and entered take‑nothing judgment; Bakke appealed.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Bakke presented more than scintilla evidence he was a 59% shareholder of 7800 Ranch	Bakke produced Bill of Sale, stock certificate recorded in corporate book, canceled Ponder certificates, 2006 cashier's check accepted as his 59% share, corporate records and testimony treating him as owner	Harvisons argued Bakke lacked proof of chain of title because original Ponder certificates were not produced and transfer not registered under U.C.C. art. 8	Reversed: evidence (payments, corporate records, admissions) raised fact issue; possession of original certificate not required to prove ownership under Texas law

Frost Nat'l Bank v. Fernandez, 315 S.W.3d 494 (Tex. 2010) (standard for de novo review of summary judgment)
Valence Operating Co. v. Dorsett, 164 S.W.3d 656 (Tex. 2005) (summary judgment review principles)
Timpte Indus., Inc. v. Gish, 286 S.W.3d 306 (Tex. 2009) (no‑evidence review—credit evidence favorably if reasonable jurors could)
King Ranch, Inc. v. Chapman, 118 S.W.3d 742 (Tex. 2003) (grounds for granting no‑evidence motion)
Merrell Dow Pharms. v. Havner, 953 S.W.2d 706 (Tex. 1997) (no‑evidence / legal sufficiency standards)
Yeaman v. Galveston City Co., 167 S.W. 710 (Tex. 1914) (stock certificate is evidence, not the stock itself)
Estate of Bridges v. Mosebrook, 662 S.W.2d 116 (Tex. App.—Fort Worth 1983) (possession of certificate not essential to ownership)
Greenspun v. Greenspun, 194 S.W.2d 134 (Tex. Civ. App. 1946) (title to stock may pass without physical certificate)