T.S.I. HOLDINGS, INC. v. JENKINS

No. 74,226.

260 Kan. 703 (1996)

924 P.2d 1239

T.S.I. HOLDINGS, INC., Plaintiff/Appellee/Cross-Appellant, v. LAWRENCE S. JENKINS and ROGER W. HOOD, M.D., Defendants/Counterclaim Plaintiffs/Appellants/Cross-Appellees, v. T.S.I. HOLDINGS, INC., AMERITANK, INC., GARSITE/TSR, INC., T.S.I. REFUELERS, INC., HEWITT HOSE, INC. USA, NATIONAL REFUELER LEASING CORP., NEW PROGRESS INC., TRI-STATE TANK CORPORATION, TRI-STATE TANK WEST, INC., MELVYN PAUL, MARCIA PAUL, PHILLIP HODES and BARBARA HODES, Counterclaim Defendants/Appellees, v. CITICORP VENTURE CAPITAL, LIMITED, and CITIBANK, N.A., Additional Counterclaim Defendants/Appellees.

Supreme Court of Kansas.

Opinion filed September 20, 1996.


Attorney(s) appearing for the Case

Lawrence M. Berkowitz, of Stinson, Mag & Fizzell, P.C., Kansas City, Missouri, argued the cause, and Heather S. Woodson, of the same firm, of Overland Park, was with him on the briefs for appellants/cross-appellees.

Leonard B. Rose, of Rose, Brouillette & Shapiro, P.C., of Kansas City, Missouri, argued the cause, and Michael D. Strong, of the same firm, was with him on the brief for appellee/cross appellant T.S.I. Holdings, Inc., and counterclaim defendants/appellees T.S.I. Holdings, Inc., Ameritank, Inc., Garsite/TSR, Inc., T.S.I. Refuelers, Inc., Hewitt Hose, Inc. USA, National Refueler Leasing Corp., New Progress, Inc., Tri-State Tank Corporation, Tri-State Tank West, Inc., Melvyn Paul, Marcia Paul, Phillip Hodes, and Barbara Hodes.

Kevin F. Kostyn, of Whitman Breed Abbott & Morgan, of New York, New York, argued the case, and Edward R. Spalty and John A. Vering III, of Armstrong, Teasdale, Schlafly & Davis, of Kansas City, Missouri, were with him on the brief for counterclaim defendants/appellees Citicorp Venture Capital, Limited, and Citibank, N.A.


The opinion of the court was delivered by

SIX, J.:

This is a contract case, rich in issues, arising from an attempt to sell stock in a closely held corporation. The appeal involves a written agreement (Agreement) in which T.S.I. Holdings, Inc. (TSI), a holding company, its subsidiaries and shareholders, as sellers, agreed to sell a controlling portion of TSI voting common stock to Lawrence S. Jenkins and Roger W. Hood, M.D., as buyers. The March 22, 1993,...

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