Confirm favorite deletion?
Contracts Keyed to Summers
Miller v. Glegenheimer
Citation:161 A.3d 524
Miller (plaintiff-buyer) and Glegenheimer (defendant-seller) jointly owned a document shredding company. They were two of the three cofounders of the company, and they both owned half of the stock in the company. Miller and Glegenheimer’s working relationship eventually deteriorated. They conducted negotiations in an attempt to form a buy-sell agreement, in which one partner would buy out the other. Their drafts included a claw-back provision, which stated that if one partner bought out the other and then sold the company for a higher price within two years, then the partner who was bought out would receive half of the difference between the value for which he sold the company and the value that was received upon resale. The negotiations broke down and Miller refused to sign the final draft of the agreement. But fifteen days after negotiations had broken down, Glegenheimer offered to sell the company to Miller with the claw-back provision in place. Five days later, Miller replied by email to accept the offer. In that email, Miller said that Glegenheimer should expect “definitive documents” with “customary provisions” within about two weeks. The parties exchanged more emails, but Glegenheimer later withdrew his offer to sell his shares. Miller sued Glegenheimer for specific performance of their alleged contract.
Only StudyBuddy Pro offers the complete Case Brief Anatomy*
Access the most important case brief elements for optimal case understanding.
*Case Brief Anatomy includes: Brief Prologue, Complete Case Brief, Brief Epilogue
- The Brief Prologue provides necessary case brief introductory information and includes:
Topic:Identifies the topic of law and where this case fits within your course outline.
Parties:Identifies the cast of characters involved in the case.
Procedural Posture & History:Shares the case history with how lower courts have ruled on the matter.
Case Key Terms, Acts, Doctrines, etc.:A case specific Legal Term Dictionary.
Case Doctrines, Acts, Statutes, Amendments and Treatises:Identifies and Defines Legal Authority used in this case.
- The Case Brief is the complete case summarized and authored in the traditional Law School I.R.A.C. format. The Pro case brief includes:
Brief Facts:A Synopsis of the Facts of the case.
Rule of Law:Identifies the Legal Principle the Court used in deciding the case.
Facts:What are the factual circumstances that gave rise to the civil or criminal case? What is the relationship of the Parties that are involved in the case.
Issue(s):Lists the Questions of Law that are raised by the Facts of the case.
Holding:Shares the Court's answer to the legal questions raised in the issue.
Concurring / Dissenting Opinions:Includes valuable concurring or dissenting opinions and their key points.
Reasoning and Analysis:Identifies the chain of argument(s) which led the judges to rule as they did.