Ordered that the order is affirmed, with costs.
The plaintiff Charles R. Willis and the defendant's decedent, Daniel E. Ronan, were the sole shareholders in the plaintiff Park Inn Ford, Inc. (hereinafter Park Inn). Their shareholders' agreement provided, inter alia, that upon Ronan's death, Willis had the right to purchase Ronan's one-third interest in the corporation "at the net worth value as determined by certified audit". Ronan died in March 1992.
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