Cook v. Desler

This is a suit for specific performance of an earnest money agreement for the sale of stock of a closely held corporation. Plaintiff (purchaser) appeals from a decree denying the requested relief. The trial court found that the earnest money agreement was a "binding agreement,” but denied specific performance on the basis that conditions precedent to performance of the agreement by defendants had not been satisfied. We review de novo.

Plaintiff and individual defendants (hereafter "defendants”) were the stockholders and officers of defendant Holladay Place, Inc. (hereafter "the corporation”),…