Summary judgment, in my opinion, was inappropriate. I dissent.
I agree that in the instant case, the parties are the same as those in the federal action. I also agree that the subject matter of the two actions was the same insofar as that subject matter dealt with an "indebtedness" owed by a shareholder to the corporation; however, I cannot agree that the stipulation in the federal action which adopted a plan of offset, by its terms, made offset the exclusive remedy of the corporation to recover its debt from the shareholder, Autrey. It is my opinion that the fact that Educators' exercised its right of offset under the provisions of the stipulated agreement, did not necessarily bar it from seeking to recover the entire debt by filing an action on the promissory note. Because the stipulation does not state whether the plan was the exclusive remedy available to Educators' it is my opinion that there remains a material issue of fact to be decided by the trier of fact.
TORBERT, C.J., and SHORES, J., concur.