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ESTATE ROBERT L. LOWRY. APPEAL MARY E. LOWRY (07/05/79)

decided: July 5, 1979.

ESTATE OF ROBERT L. LOWRY. APPEAL OF MARY E. LOWRY


No. 50 May Term, 1978, Appeal from the Order of Court dated July 6, 1978, of the Orphans Division of the Court of Common Pleas of York County, Pennsylvania, at No. 67-77-946

COUNSEL

John D. Rively, Harrisburg, for appellant.

Gerald T. Sajer, New Cumberlan, for appellee CCNB.

Francis J. O'Gorman, Jr., Harrisburg, for appellee Robert Griffin.

Harry L. McNeal, Jr., York, ad litem.

Eagen, C. J., and O'Brien, Roberts, Nix, Manderino and Larsen, JJ.

Author: Manderino

[ 485 Pa. Page 396]

OPINION OF THE COURT

Robert L. Lowry, now deceased, and appellee, Robert Griffin, owned all of the outstanding stock of Robert L. Lowry, Inc. In 1972 they entered into a Restrictive Stock Agreement whereby, upon the death of either stockholder, the survivor was entitled to purchase the shares of the deceased stockholder. The agreement provided that the purchase price to be paid by the survivor was to be determined after the computation of "net shareholders' equity"

[ 485 Pa. Page 397]

    according to a formula specified in the agreement which provided a method for the appraisement of assets followed by a computation to be made by the corporation's certified public accountant. The agreement further provided that the accountant's computation "shall be conclusive on the parties."

In 1977, Robert L. Lowry, the majority stockholder, died leaving a Last Will and Testament directing that his executor comply with the provisions of the Restrictive Stock Agreement. Subsequently the executor petitioned the court of common pleas to approve the sale of the decedent's stock in Robert L. Lowry, Inc., to the surviving stockholder, appellee, Robert Griffin, for the sum of $91,772.00. In response to a citation, the widow and children of the decedent opposed the sale contending that the proposed purchase price had not been properly determined in accordance with the Restrictive Stock Agreement. Eventually, the trial court concluded that the sale price proposed for the stock had been properly determined in accordance with the agreement, and a final decree was entered authorizing and approving the sale of the stock.

An appeal, filed on August 7, 1978 in the Superior Court was later transferred to this Court on behalf of the decedent's widow, Mary E. Lowry. No appeal was filed on behalf of any of the children of the decedent. Appellant contends in this appeal that the trial court improperly approved the sale price of the decedent's stock because the price was not determined in accordance with the provisions of the Restrictive Stock Agreement. We do not reach the merits of that issue, however, because we conclude that appellee Robert Griffin's motion ...


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