Am. Bank & Trust Co. of Pa. v. Lied

OPINION

LARSEN, Justice.

Prior to October 3, 1960, Ray E. Lied and his son, Eugene R. Lied, conducted a partnership known as “Ray E. Lied & Son.” On or about October 3, 1960, Ray and Eugene Lied organized a closely-held corporation, “Ray E. Lied & Son, Inc.” to which was transferred most of the property, assets, business and good will of the partnership. The only stockholders were Ray and Eugene Lied, each holding 500 shares.

A stock purchase agreement was executed on October 20, 1960 between the stockholders. This agreement provides:

WHEREAS, the Stockholders desire to promote their mutual…