Appeal, No. 254, Jan. T., 1955, from decree of Court of Common Pleas No. 7 of Philadelphia County, March T., 1954, No. 3847, in case of Lewis Bokser, et ux v. Morgan J. Lewis. Decree reversed.
F. C. Fiechter, Jr., with him Freeman, Fox & Fiechter, for appellants.
Roland J. Christy, for appellee.
Before Stern, C.j., Stearne, Jones, Bell, Musmanno and Arnold, JJ.
OPINION BY MR. JUSTICE BELL
This is an appeal from a final decree in equity confirming a prior adjudication and dismissing exceptions thereto. Plaintiffs filed a bill in equity to enjoin defendant from disposing of corporate stock he contracted to sell to plaintiffs and for specific performance of the contract and other equitable relief. The narrow question involved is whether the written agreement of purchase of the common stock of the Code Electric
Products Corporation was unsurious and therefore unenforceable.
The Chancellor found the following facts:
"1. (a) In October 1951,*fn* defendant, Morgan J. Lewis, owned 516 of the 1,000 issued and outstanding shares of the common stock of the Code Electric Products Corporation, a Pennsylvania corporation, and had agreements to purchase the remaining outstanding shares.
(b) Defendant, in October 1951, was the operating head of the Code Electric Products Corporation and directed its business of manufacturing mountings for electric meter boxes.
2. (a) On October 18, 1951, plaintiffs, Lewis Bokser and his wife, Sara L. Bokser, entered into a written agreement under seal with defendant Morgan J. Lewis.
(b) This agreement provides for a loan of $10,000 from plaintiffs to defendant, for a period of one year at 6 per cent interest, with the proviso that the proceeds of the loan are to be used solely and on account ...