Walker & Zanger (West Coast), Ltd. v. Zanger

241 A.D.2d 345, 660 N.Y.S.2d 975, 1997 N.Y. App. Div. LEXIS 7187

• Court: Appellate Division of the Supreme Court of the State of New York
• Decided: July 3, 1997
• Status: Published

Opinion

Order and judgment (one paper), Supreme Court, New York County (Herman Cahn, J.), entered February 5, 1997, which, inter alia, granted the motion of defendants Leon Zanger, Jonathan A. Zanger and Claudia Z. Springer for summary judgment on their cross-claim and directed defendant Estate of Thomas Iberti to sell shares of plaintiff corporation to plaintiff corporation, unanimously affirmed, without costs.

The motion court properly determined that paragraphs Fifth and Seventh of the 1992 Shareholders Agreement permitted inter vivos transfers among family members but prevented testamentary transfers by requiring the estate of any stockholder holding shares in the plaintiff company to sell them back to that company. Since the terms of the 1992 Shareholders Agreement were clear and unambiguous, the motion court properly rejected extrinsic evidence that was intended to add to or vary its terms, and properly directed specific enforcement of that agreement (see, W.W.W. Assocs. v Giancontieri, 77 NY2d 157, 162; Rosiny v Schmidt, 185 AD2d 727, 730, lv denied 80 NY2d 762). We have considered plaintiffs’ other arguments and find them to be without merit. Concur—Sullivan, J. P., Rosenberger, Wallach and Tom, JJ.