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Business Associations Keyed to Diamond, 6th Ed.
Rosiny v. Schmidt
Citation:
185 A.D.2d 727 (1992)Facts
Ched Realty Corp. was formed in 1957 to purchase and own real property in Manhattan. The original shareholders included Edward Rosiny (plaintiffs’ father), Charles McGuire, and Theodore Schmidt. Over the years, ownership changed through various transfers and new shareholders’ agreements. In 1981, a new agreement was executed when the plaintiffs, Allen and Frank Rosiny (both attorneys), acquired shares from their mother. The elderly shareholders, Charles McGuire (age 80) and Jeannette Priddy (age 74, widow of Theodore Schmidt), also signed this agreement. The 1981 agreement contained a provision that upon a shareholder’s death, their shares would be purchased by surviving shareholders at book value or $200 per share, whichever was greater. At the time, the property had substantial market value but a negative book value. When McGuire and Priddy died in 1988, their shares were worth approximately $41,500 each based on market value, but the plaintiffs sought to enforce the buyout provision at $200 per share.
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