83 A.D.2d 553 | N.Y. App. Div. | 1981
In a proceeding to compel the executrix of the estate of Leo K. McManus to offer for sale certain stock in two closely held corporations in accordance with the provisions of the shareholders’ agreements, the executrix appeals from an order of the Surrogate’s Court, Kings County (Bloom, S.), dated June 23,1980, which, inter alia, directed her to sell the stock held by the estate to the petitioner for the sum of $213,950. Order modified, on the law, by deleting therefrom the amount “$213,950” and substituting therefor the amount “$221,290.70”. As so modified, order affirmed, with $50 costs and disbursements payable to petitioner out of the estate. Petitioner, Joseph M. McManus, Sr., is the last surviving original
30 shares of John J. McManus & Sons, Inc...............................$ 81,450
250 shares of Jalm Realty, Inc...................132,500
Total $213,950.
Counsel for appellant was further advised that this price had been computed by the corporations’ accountants in accordance with the shareholders’ agreements. Five days later, appellant purported to reject the acceptance of the petitioner and withdrew her offer to sell the stock. She advised the petitioner that the price was insufficient and erroneously determined and that he has frustrated the intent of the shareholders’ agreements by refusing to purchase the stock holdings of the estate of Mary F. McManus. Petitioner then sought to have the appellant’s letters testamentary revoked. Although the Surrogate initially granted this motion, on reargument the court vacated its prior decree and substituted therefor an order directing her to sell the stock held by the estate to the petitioner for the sum of $213,950. It is from this order that the executrix is appealing. The Surrogate properly determined that a valid contract was created by the petitioner’s acceptance of the estate’s offer to sell the stock of the two corporations. Applying fundamental principles of contract law, it is apparent that the petitioner’s letter of December 14, 1979 was an unqualified, seasonable expression of acceptance of appellant’s offer of the stock at a price to be computed in accordance with the formula contained in the shareholders’ agreements. Even though the offer and the acceptance omitted the price term, nevertheless an enforceable contract resulted. An agreement is not unenforceable for lack of definiteness of price if the parties specify a practicable method by which the price can be determined by the court without any new expressions by the parties themselves. (1 Corbin, Contracts, §§ 97-98; cf. Sanitary Farm Dairies v Gammel, 195 F2d 106 [option to sell shares of stock