Appeal, No. 24, March T., 1951, from decree of Court of Common Pleas of Westmoreland County, in Equity, No. 2259, in case of Charles H. Aldrich v. George W. Geahry et al. Decree reversed; reargument refused April 30, 1951.
George W. Lamproplos, with him Vincent R. Smith, Wayne Donahue and Myron W. Lamproplos, for appellant.
Carroll Caruthers, with him John W. Pollins, for appellees.
Before Drew, C.j., Stern, Stearne, Jones, Bell, Ladner and Chidsey, JJ.
OPINION BY MR. CHIEF JUSTICE DREW
Charles H. Aldrich, plaintiff, filed this bill in equity against George W. Geahry, Robert Lear, and the Barclay-Westmoreland Trust Company to compel specific performance of a contract for the sale of 75 shares of capital stock in the United Cleaning Company. A preliminary injunction restraining defendants from transferring the stock was entered and later dissolved by the court below. On appeal we reversed and
reinstated the injunction: Aldrich v. Geahry, 360 Pa. 376, 61 A.2d 843. Thereafter, a final hearing was held following which the lower court dismissed the bill and plaintiff again appealed.
On July 7, 1945, plaintiff was employed by Geahry acting in his capacity as President of the United Cleaning Company. By a contract bearing the same date Geahry agreed to sell to plaintiff 75 shares of stock in that Company for the sum of $7500 of which $1250 was paid in cash and the balance was to be paid off by a credit of $1125 per year as long as plaintiff continued to work for the Company. It was further provided that should plaintiff leave the employ of the Company either of his own volition or by dismissal Geahry would pay to plaintiff the amount paid in cash plus the accrued credits. By March 1, 1948, a total of $5250 had been paid or credited under this contract. At that time Geahry informed plaintiff that he would not perform on the contract and offered to return the money. Upon plaintiff's refusal to accept that offer Geahry attempted to discharge him. Plaintiff, however, refused to surrender his position and thereafter brought this suit for specific performance.
The United Cleaning Company is a small, closely owned corporation having a capital structure consisting of 377 1/2 shares. At the time this contract was entered into, Geahry owned 103 1/4 shares. In addition, Geahry had an interest in 75 shares of stock which were held in the name of one Clark but which by a contract executed November 30, 1942, Geahry was purchasing on an installment basis. Those shares were being held in escrow by the Barclay-Westmoreland Trust Company until final payment was made.While the former appeal was pending the parties to this suit entered into an agreement whereby defendant Lear paid the balance of $3480.23 due on those shares and they were
transferred to counsel for plaintiff and counsel for Lear, as trustees, pending the outcome of this suit. It was further agreed that should plaintiff succeed in this action he would receive those shares upon paying to Lear the sum ...