Appeal, No. 174, Jan. T., 1964, from decree of Court of Common Pleas No. 6 of Philadelphia County, March T., 1962, No. 2762, in case of Bennard Shapiro v. Samuel Shapiro and Edna Shapiro, his wife. Decree affirmed; reargument refused November 19, 1964.
Michael H. Egnal, with him Eugene F. Brazil, and Egnal and Simons, for appellant.
David S. Malis, with him Malis, Malis & Malis, for appellee.
Before Bell, C.j., Jones, Cohen, Eagen, O'brien and Roberts, JJ.
OPINION BY MR. JUSTICE ROBERTS
Bennard and Merton Shapiro, brothers, filed a complaint in equity against their parents, Samuel and Edna Shapiro, seeking to compel performance of certain written agreements. By these agreements, Samuel and Edna Shapiro bound themselves to sell to each of their sons ten shares of their stock in the Arcadia Theatre Company for $1,675 per share, at any time within three years from the date of the agreements.*fn1
The option agreements acknowledged receipt of $1,000 from each of the sons, to be credited to the total purchase price.
Edna Shapiro, although a defendant of record, has at all times indicated her willingness to perform under the agreements.*fn2 Only Samuel Shapiro challenged his obligation to transfer the stock and he will be referred to as defendant. After commencement of the action, Merton Shapiro, having executed the pleadings under oath and given some testimony against his father, withdrew and allied himself with his father, Samuel. Bennard Shapiro will therefore be referred to as plaintiff.*fn3
In his answer, defendant did not dispute execution of the agreements, but relied instead on two affirmative defenses. One of these alleged that defendant was not mentally competent at the time the agreements were executed. The other defense asserted that unfulfilled restrictions had been imposed orally on the delivery of the agreements.*fn4
Following plaintiff's denial of this new matter, the cause was heard by a chancellor on the issues which the affirmative defenses formulated. In addition, the chancellor was to determine what amount, if any, had been paid toward the total purchase price of the stock.
The hearing extended over thirty-five days, Bennard and Merton offering in excess of two hundred exhibits and defendant ...