Zalkind v. Ceradyne, Inc.

Opinion

FYBEL, J.—

Introduction

Ceradyne, Inc. (Ceradyne), entered into an asset purchase agreement (Asset Purchase Agreement) with Stanley Zalkind and Elizabeth Zalkind (the Zalkinds) and Quest Technology, LP (Quest), a limited partnership owned by the Zalkinds. Under the terms of the Asset Purchase Agreement, Ceradyne *1017purchased all of Quest’s assets for a price of $2.44 million, of which $300,000 was paid in cash and the remainder paid with unregistered shares of Ceradyne stock.

The Zalkinds and Quest later sued Ceradyne, asserting a single cause of action for breach of contract. The Zalkinds…