The original shareholders of a family corporation had entered into a private agreement, noted on the stock certificates, which provided that before sale by any of the parties of any stock to a non-member, such stock must first be offered to the remaining stockholders. Defendant B, the widow of one of the founders, contracted to sell her stock to plaintiff, a non-member, without first offering it to defendants L and M, who own the balance of the stock. Plaintiff now seeks specific performance of his contract with defendant B. Defendants L and M seek to exercise their option to purchase according to the stockholders' agreement. Held, defendants Land Mare entitled to specific performance of their agreement, and their right is superior to that of plaintiff. Oppenheim Collins & Co., Inc. v. Beir, 187 Misc. 428, 64 N.Y.S. (2d) 19 (1946).
John E. Grosboll,
CORPORATIONS--TRANSFER OF SHARES--RESTRICTION BY SHAREHOLDERS' AGREEMENT,
Mich. L. Rev.
Available at: https://repository.law.umich.edu/mlr/vol45/iss6/11