Torres v. Speiser case briefc

Torres v. Speiser case brief summary
701 N.Y.S.2d 360 (2000)

CASE SYNOPSIS

Plaintiff minority stockholder seller challenged the order of the Supreme Court, Bronx County (New York), which denied his motion for partial summary judgment with respect to his claim that the sale of his minority interest in defendant corporation to defendant stock purchaser was invalid.

CASE FACTS
There was no merit to the minority stockholder seller's argument that the sale of his stock was invalid under N.Y. Bus. Corp. Law § 504 because the price of the stock was less than its par value, and such defect could not be cured by the stock purchaser's promises of future consideration.

DISCUSSION

• The court affirmed the trial court's denial of the minority stockholder seller's summary judgment motion. 
• Although § 504 prohibited an initial issuance of stock in a new corporation for less than par value or before the full purchase price was paid, it had no bearing on the re-sale of issued shares among shareholders, which occurred in the instant action. 
• Summary judgment could not be granted to the minority stockholder seller on the ground that the stock purchaser's promises to assist him in establishing a check cashing business that he was to manage and to establish a corporation to own the business, were material terms of his agreement to retransfer his stock that were so indefinite as not to be susceptible to enforcement, and that the transaction, thus, was nothing more than an unenforceable agreement to agree. 
• There were issues of fact as to partial performance of the purported agreement.

CONCLUSION
The court affirmed the trial court's denial of the minority stockholder seller's motion for partial summary judgment with respect to his claim that the sale of his minority interest in the corporation to the stock purchaser was invalid.


Recommended Supplements for Corporations and Business Associations Law