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RKO-Stanley Warner Theatres, Inc. v. Graziano

Pennsylvania Supreme Court
355 A.2d 830 (1976)


Facts

In April 1970, Jack Jenofsky and Ralph Graziano (defendants) entered into an agreement of sale to purchase a parcel of land from RKO-Stanley Warner Theatres, Inc. (RKO) (plaintiff). Paragraph 19 of the agreement provided that the purchasers intended to incorporate, and that as long as they incorporated prior to the closing, all agreements “shall be construed to have been made between Seller and the resultant corporation . . . .” The closing date was continued twice, ultimately to October 21, 1970. Jenofsky and Graziano filed articles of incorporation with the state on October 9, 1970. They failed to complete the sale by the closing date, and RKO sued to enforce the agreement of sale against the purchasers individually. The trial court found in favor of RKO. Jenofsky and Graziano appealed.

Rule of Law

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Issue

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Holding and Reasoning (Eagen, J.)

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Dissent (Manderino, J.)

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