Miller v. Glegenheimer

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.