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Corporations Keyed to O’Kelley
Concord Auto Auction, Inc. v. Rustin
Citation:
627 F. Supp. 1526 (1986)Facts
Both Concord and Associates are Massachusetts corporations. Both are close corporations with the same shareholders, all siblings: Cox, Powell and Thomas. Each sibling owned one-third of the issued and outstanding stock in both Concord and Associates. To protect their best interests and the best interests of the two corporations, the three shareholders entered into a stock purchase and restriction agreement. The agreement provides that all shares owned by a shareholder at the time of his death be acquired by the two corporations through life insurance policies specifically established to fund this transaction. This dispute arises because Rustin failed to tender Cox’s shares. Rustin admits this but alleges a condition precedent: that Powell, significantly, and Thomas failed to effect both the annual meeting and review of the stock price set in the agreement.
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