GALLAGHER v. LAMBERT


74 N.Y.2d 562 (1989)

James J. Gallagher, Appellant, v. Benjamin V. Lambert et al., Respondents.

Court of Appeals of the State of New York.

Decided December 14, 1989.


Attorney(s) appearing for the Case

Daniel J. Kornstein, Marvin Wexler and Wayne O. Alpern for appellant.

Catherine Samuels and Lynn E. Judell for respondents.

Judges SIMONS, ALEXANDER and TITONE concur with Judge BELLACOSA; Judge HANCOCK, JR., concurs in a separate opinion; Judge KAYE dissents and votes to reverse in another opinion in which Chief Judge WACHTLER concurs.


BELLACOSA, J.

Plaintiff Gallagher purchased stock in the defendant close corporation with which he was employed. The purchase of his 8.5% interest was subject to a mandatory buy-back provision: if the employment ended for any reason before January 31, 1985, the stock would return to the corporation for book value. The corporation fired plaintiff prior to the fulcrum date, after which the buy-back price would...

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