Boggs v. Boggs & Buhl

Citations

• 217 Pa. 10
• 66 A. 105
• 1907 Pa. LEXIS 644

Syllabus

<p>Corporations — Stockholders’ agreement — Purchase of member’s stock.</p> <p>An agreement among stockholders of a corporation providing that the holders of a majority of the common stock may declare that a stockholder has ceased to be a desirable associate either on account of incompetency, or personal conduct, and thereupon appraise and take his stock at its cash value, is a valid contract and binding upon all the parties to it; and if a majority after proper consideration and in good faith find that a particular member has ceased to be a desirable associate, and have also in good faith appraised such member’s stock, the majority may by a bill in equity enforce the specific performance of the agreement, and compel a transfer of the member’s stock at the appraisement fixed by the majority without any addition for good will.</p> <p>In such a case where it appears that the common stock when issued had no value, that the persons owning it were required to be actively engaged in the management of the corporation, that the common stock was never sold on the market, and the preferred stock was subject to redemption at any time, the cash value of the common stock is the price shown by the value of the assets of the corporation applicable to it, when the appraisement was made.</p>