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BROWN BOVERI BLDG. v. MIDLAND-ROSS CORP.

333 Pa.Super. 261 (1984)

482 A.2d 557

BROWN BOVERI BUILDING AUTOMATION INC., A Corporation, and BBC Brown Boveri Company, Inc., A Corporation v. MIDLAND-ROSS CORPORATION, A Corporation, Urban National Corporation, A Corporation, Romesh T. Wadhwani, An Individual, and Price Waterhouse & Co., A Partnership v. BBC BROWN, BOVERI & COMPANY, LIMITED, A Corporation, and Brown Boveri Compu-Guard Corporation, A Corporation. Appeal of Romesh T. WADHWANI.

Supreme Court of Pennsylvania.

Filed August 24, 1984.

Reargument Denied November 5, 1984.

Attorney(s) appearing for the Case

Kevin P. Lucas, Pittsburgh, for appellant.

Patricia Dodge, Pittsburgh, for appellees.

Before ROWLEY, HESTER and ROBERTS, JJ.

HESTER, Judge:

On April 8, 1980, plaintiff below, Brown Boveri Building Automation, Inc., (hereinafter BBBA), purchased all of the stock of appellee, Brown Boveri Compu-guard Corporation. Appellant, Romesh T. Wadhwani, was then President of appellee corporation and a member of its Board of Directors.

The acquisition of appellee by BBBA was accomplished pursuant to a written Acquisition Agreement, which...

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