Roth v. Opiela

This case concerns the proper interpretation of a stock purchase agreement between a closely held corporation and its shareholders. The stock purchase agreement at issue contains a mandatory buy-sell provision which provides that, upon the death of a shareholder in the corporation, the shareholder’s estate must sell the shareholder’s stock back to the corporation. An amendment to the agreement further provides, however, that if the shareholder has “specifically bequeathed or otherwise given” the stock to a direct descendant or descendants, then the mandatory buy-sell provision will not apply.…