No. 487 January Term, 1977, Appeal from the Order of May 12, 1977, of the Court of Common Pleas of Lancaster County, Orphans' Court Division, Dismissing Exceptions, as of No. 110 of 1974.
James D. Crawford, Lawrence E. Stengel, Philadelphia, for appellant.
Lawrence J. Ruggiano, George J. Morgan, Lancaster, for appellee.
Eagen, C. J., and O'Brien, Roberts, Nix, Manderino, Larsen and Flaherty, JJ. Manderino, J., did not participate in the decision of this case.
Prior to October 3, 1960, Ray E. Lied and his son, Eugene R. Lied, conducted a partnership known as "Ray E. Lied & Son." On or about October 3, 1960, Ray and Eugene Lied organized a closely-held corporation, "Ray E. Lied & Son, Inc." to which was transferred most of the property, assets, business and good will of the partnership. The only stockholders were Ray and Eugene Lied, each holding 500 shares.
A stock purchase agreement was executed on October 20, 1960 between the stockholders. This agreement provides:
WHEREAS, the Stockholders desire to promote their mutual interests and the interest of the corporation by imposing certain restrictions and obligations on themselves, the corporation and on the shares of stock of the corporation:
NOW THEREFORE, in consideration of the mutual promises covenants and agreements of the parties hereto, it is mutually agreed:
4. Purchase Upon Death: Upon the death of a stockholder all the shares of the stock of the corporation owned by the deceased stockholder and to which he or his personal representative shall be entitled shall be sold and purchased as herein provided.
(a) Obligation of Corporation: The corporation shall purchase from the decedent's personal representative and the decedent's personal representative shall sell all the shares of the stock of the corporation owned by the decedent and to which the decedent or his personal representative shall be entitled at ...