Court of Appeals of New York
385 N.E.2d 1254 (N.Y. 1978)
Frederick Triggs, Sr. founded a small corporation, Triggs Color Printing Corporation. Triggs's three sons later got involved in the business. In 1963, the corporation had issued 254 shares of voting stock, of which Triggs owned 149 shares, and his sons each owned 35 shares. Triggs selected his son, Ransford Triggs (plaintiff), as his successor to run the corporation. Triggs and Ransford entered an agreement under which they would vote their shares together to elect themselves directors, appoint Triggs chairman of the board, and name Ransford president, all at agreed salaries. The agreement also contained an option for Ransford to purchase Triggs's shares after Triggs's death. Triggs entered into a stock repurchase agreement with the corporation, but the agreement was canceled a year later. The corporation's financial condition deteriorated under Ransford's management, and Triggs's salary was reduced. Triggs seemed to regret picking Ransford to take over the company. In a codicil to his will, Triggs gave his remaining shares to his other sons and declared the 1963 agreement with Ransford void. Triggs died. After Triggs's death, Ransford sought to exercise the option to purchase the shares from the estate (defendant). Being denied, Ransford commenced this action to compel the estate to execute the option. The estate moved to dismiss the complaint, alleging for the first time that the agreement was illegal. The trial court granted Ransford specific performance of the stock purchase option. The appellate division affirmed. The estate appealed.
Rule of Law
Holding and Reasoning (Jones, J.)
Dissent (Fuchsberg, J.)
Dissent (Gabrielli, J.)
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