Friedman v. Olsen

761 So. 2d 1251, 2000 Fla. App. LEXIS 8806, 2000 WL 987144

Opinion

THREADGILL, Judge.

In this declaratory judgment action, the appellants, Harvey and Carolyn Friedman and Just Premium Finance, Inc., appeal a final judgment, which construed a shareholders’ agreement between the Fried-mans and the appellees, Karen and Michael Olsen. The appellants raise four issues on appeal. We address only their argument that the trial court erred in calculating the purchase price for the stock sold by the Friedmans to the Olsens.

The Friedmans and the Olsens were equal shareholders in the two appellee corporations. The shareholders’ agreement provided that the Friedmans would offer to sell their shares and interest in both corporations to the Olsens on or before April 25, 1995. It is not disputed that the purchase price for the Friedmans’ stock would be 75 percent of Friedman’s percentage of the net commissions earned by the corporations in the preceding year. The trial court erroneously calculated Friedman’s percentage of net commissions as 25 percent instead of 50 percent. This calculation was contrary to the terms of the agreement, the pleadings, and the history of past disbursements of commissions, which distributed 'net commissions 50 percent to the Friedmans and 50 percent to the Olsens.

Although the appellants filed a counterclaim below seeking recission and damages for breach of the shareholders’ agreement, their counterclaim was denied by the trial court and no appeal was taken.

We therefore reverse and remand for recalculation of the purchase price for the stock. In all other respects the final judgment is affirmed.

PATTERSON, C.J., and BLUE, J„ Concur.