Manfre v. May
United States District Court for the Northern District of Illinois
2019 WL 1125813 (2019)
- Written by Matthew Celestin, JD
Facts
Thomas Manfre (plaintiff) and David, Jerome, and William May (defendants) owned R & M Freight, Incorporated (defendant), an S corporation. After Manfre filed a shareholder-dispute action against the Mays, Manfre and the Mays entered an agreement under which Manfre agreed to terminate his interest by selling his shares to the Mays. The agreement also included a further-assurances clause in which the Mays agreed to take any reasonable actions necessary to effect Manfre’s termination. The agreement’s effective date was March 2009. Soon after executing the agreement, Manfre asked the Mays to agree to an election under § 1377 of the Internal Revenue Code, which would allow Manfre to recognize corporate income only through the effective termination date, i.e., March 2009. The Mays denied the request, and Manfre filed suit, alleging that the Mays breached the agreement by refusing to agree to a § 1377 election.
Rule of Law
Issue
Holding and Reasoning (Kocoras, J.)
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