SEVEN SPRINGS FARM, INC. v. CROKER


801 A.2d 1212 (2002)

SEVEN SPRINGS FARM, INC., a Pennsylvania Corporation, Appellee v. Lynda M. Dupre CROKER, Appellant. Lynda M. Dupree, on behalf of the Phillip Dupre Family, Appellant v. Seven Springs Farm, Inc., Along with Certain of its Directors, James M. Crowley, Denise M. Dupre, James M. McClure, Joyce S. Monigal, Richard G. Patton, Charles N. Santry, Frank S. Sujansky, and James V. Sujansky, Appellees.

Supreme Court of Pennsylvania.

Decided July 16, 2002.


Attorney(s) appearing for the Case

Brian Edward Barbin, Harrisburg, Dominic Ciarimboli, Greensburg, Andrew J. Gleason, Harrisburg, for appellants, Lynda Dupree Croker and Lynda M. Dupree, on behalf of the Phillip Dupre Family.

David Mario Aceto, Samuel W. Braver, David L. McClenahan, Pittsburgh, Daniel W. Rullo, Somerset, Robert L. Byer, Ellen Lynn Surloff, Pittsburgh, for appellees, Seven Springs Farm, Inc., a PA Corp. with certain of its directors, James M. Crowley, Denise M. Dupre, James M. McClure, Joyce S. Monigal, Richard G. Patton, Charles N. Santry, Frank S. Sujansky and James V. Sujansky.

Before FLAHERTY, C.J., and ZAPPALA, CAPPY, CASTILLE, NIGRO and NEWMAN, JJ.


OPINION

Justice NIGRO.

We granted allowance of appeal to consider whether the Superior Court erred in holding that a cash-for-stock merger did not trigger the right of first refusal in a closely-held corporation's buy-sell agreement. For the reasons that follow, we affirm.

Seven Springs Farm, Inc. ("Seven Springs") is a 5000-acre, year-round resort, with both skiing facilities and a conference center. It was founded in 1932 by Adolph and Helen...

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