Concord Auto Auction, Inc. v. Rustin case brief summary
627 F. Supp 1526 (1986)
Plaintiff close corporations filed an
action for the specific performance of a stock purchase and
restriction agreement against defendant administrator and contended
that the administrator failed to effect the repurchase of the
deceased's stock holdings as provided by the agreement.
CASE FACTS The corporate bylaws called for an
annual meeting at which a revaluation of share price was to be
conducted. The shareholders signed a repurchase agreement providing
that upon the death of a shareholder the shares held by him or her
would be tendered to the corporations for repurchase. The
administrator contended that because the corporations failed to hold
the annual meeting, the court should intercede to set the share
The court granted summary judgment in favor of the
corporations and dismissed the administrator's counterclaims.
court found that neither the remaining shareholders nor the
corporations had a duty to call the annual meeting and that they
could not be held responsible for breaching a duty that did not
The court found no evidence of willfulness intent to deceive,
or knowing manipulation on the part of the corporations or remaining
The court found that the share prices had been
carefully set, were fair when they were established, and that they
were evidenced by an agreement that bound all parties equally to the
The court held that the administrator was obligated to
tender the decedent's shares for repurchase.
CONCLUSION The court entered judgment as a matter
of law in favor of the corporations and ordered that the repurchase
agreement be specifically enforced. The court dismissed the
Recommended Supplements for Corporations and Business Associations Law
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