MOLECULAR SECURITIES, INC. v. TYRATECH, INC.

5189, 602892/08.

84 A.D.3d 671 (2011)

923 N.Y.S.2d 524

MOLECULAR SECURITIES, INC., Appellant-Respondent, v. TYRATECH, INC., Respondent-Appellant.

Appellate Division of the Supreme Court of New York, First Department.

Decided May 26, 2011.


Under the plain language of the letter agreement, the conveyance of TyraTech common stock held by XL Tech Inc. in satisfaction of the debt it owed to a third-party investor was not a "Transaction" triggering the $3 million "closing fee" owed to Molecular. That conveyance, a strict foreclosure under UCC article 9, was not a "sale of part or all of the shares of TyraTech Common Stock held by XL Tech," and in order to give effect to all the letter agreement's provisions, the...

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