Ottley v. Young

Appellate Division of the Supreme Court of New York

Ottley v. Young

263 A.D. 721, 30 N.Y.S.2d 653, 1941 N.Y. App. Div. LEXIS 4710

Appellate Division of the Supreme Court of the State of New York·Decided November 3, 1941·Published

Opinion

In an action for specific performance of a contract for the sale of corporate stock by one of two sole stockholders to the other, upon the withdrawal of the former from the business, judgment in favor of the plaintiff, in so far as appealed from, unanimously affirmed, with costs. We construe the relevant provisions of article “ Second ” of the agreement of January 8, 1932, to mean that the net earnings of the corporation should be determined in accordance with approved accounting methods. It cannot reasonably be implied from article “ Sixth ” of the agreement, or from any other provision thereof, that any accounting system adopted by the board of directors should be conclusive upon the parties in determining the net earnings for the purpose of sale. We agree with the referee that the adoption of a certain system by the directors did not amount to a practical construction of the agreement upon the question at issue in this case. Present — Lazansky, P. J., Hagarty, Carswell, Adel and Close, JJ.

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In an action for specific performance of a contract for the sale of corporate stock by one of two sole stockholders to the other, upon the withdrawal of the former from the business, judgment in favor of the plaintiff, in so far as appealed from, unanimously affirmed, with costs. We construe the relevant provisions of article “ Second ” of the agreement of January 8, 1932, to mean that the net earnings of the corporation should be determined in accordance with approved accounting methods. It cannot reasonably be implied from article “ Sixth ” of the agreement, or from any other provision thereof, that any accounting system adopted by the board of directors should be conclusive upon the parties in determining the net earnings for the purpose of sale. We agree with the referee that the adoption of a certain system by the directors did not amount to a practical construction of the agreement upon the question at issue in this case. Present — Lazansky, P. J., Hagarty, Carswell, Adel and Close, JJ.

Ottley v. Young, 263 A.D. 721, 30 N.Y.S.2d 653, 1941 N.Y. App. Div. LEXIS 4710 (N.Y. Ct. App. 1941).

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