Frazer v. Millington

By Judge m. Langhorne Keith

This matter was heard on December 2, 2003. The parties filed post-trial briefs on December 12, 2003.1 have now had an opportunity to review the evidence presented, the argument of counsel, and the post-trial briefs and, for the reasons set forth below, hold that the right of first refusal set forth in the Vivlow and Company Articles of Incorporation is unenforceable.

Vivlow and Company (“Vivlow”) was organized in 1976. Article 9 of Vivlow’s Articles of Incorporation provides, among other things, that no stockholder can bequeath stock of Vivlow “unless and until such…