Apfelbaum v. American Binder Co.

The plaintiffs, holding a small minority stock interest in the corporate defendant, have brought this action both in their individual capacities and as stockholders of the corporation, in which the main relief sought is specific performance of a provision of a stockholders’ agreement to which the plaintiffs, the corporation and many of the individual defendants were parties. This provision in substance prescribes that if a stockholder offers his stock for sale to the corporation and the remaining stockholders and his offer is not accepted he may elect to “ dissolve and liquidate the…