Gallagher v. Lambert
New York Court of Appeals
549 N.E..2d 136 (1989)
Gallagher (plaintiff) was an at-will employee, officer, and director of Eastdil Realty (defendant), a close corporation. In the summer of 1984, Gallagher purchased an 8.5 percent interest in Eastdil in response to an offer Eastdil made to all its executive employees. The purchase was subject to a buy-back provision, which stated that upon “voluntary resignation or other termination” of employment prior to January 31, 1985, Gallagher would be required to sell the stock back to the corporation at book value. After January 31, 1985, the buy-back price would be keyed to Eastdil’s earnings. On January 10, 1985, Eastdil terminated Gallagher. Gallagher demanded that his shares be repurchased according to the post-January 31 terms. Eastdil refused. The book value of Gallagher’s holdings was $89,000, while the new valuation would have been around $3,000,000. Gallagher sued Eastdil, alleging breach of the fiduciary duty of good faith and fair dealing. Eastdil moved for summary judgment. The trial court denied the motion, holding that issues of fact relating to Gallagher’s termination remained. The appellate court reversed.
Rule of Law
Holding and Reasoning (Bellacosa, J.)
Dissent (Kaye, J.)
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.
Here's why 171,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 13,800 briefs, keyed to 187 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.