Ruttenberg v. Davidge Data Systems Corp.

Murphy, P. J., and Asch, J., dissent in a memorandum by Murphy, P. J., as follows:

On the well reasoned opinion of Schackman, J., I would affirm. The purpose of the agreement clearly was to enable the stockholders of defendant closed corporation to retain control, a fact reflected in the "whereas” clause, declaring that "the Stockholders and the Corporation believe that it is in their best interests to provide for certain restrictions on the transfer of the stock of the Corporation now held by them or to be issued to them in the future”. Not only is the transfer of shares, by any means,…