Legal Opinion

Good Energy, L.P. v. Kosachuk

Appellate Division of the Supreme Court of the State of New York

Decided March 11, 2008PublishedCited by 9 opinions

1Opinion of the Court

*332Since defendant did not convey his shares as part of a larger conveyance of Good Energy as a going concern, but, rather, sold his shares back to the majority shareholder, no issue of “continuity of place” or “continuity of name” is involved, and the “sale of business” rationale is not applicable (see Purchasing Assoc. v Weitz, 13 NY2d 267, 271 [1963]; Titus & Donnelly v Poto, 205 AD2d 475 [1994]). Instead, the covenants in the parties’ agreement for purchase and sale should be analyzed under the stricter reasonableness standard applicable to employment agreements (see BDO Seidman v Hirshberg,…

2Cases cited3 opinions

  1. BDO Seidman v. HirshbergNew York Court of Appeals · 1999
  2. Purchasing Associates, Inc. v. WeitzNew York Court of Appeals · 1963
  3. Titus & Donnelly, Inc. v. PotoAppellate Division of the Supreme Court of the State of New York · 1994

3Cited by9 opinions

  1. Pure Power Boot Camp, Inc. v. Warrior Fitness Boot Camp, LLCDistrict Court, S.D. New York · 2011
  2. Kelly v. Evolution Markets, Inc.District Court, S.D. New York · 2009
  3. DeWitt Stern Group, Inc. v. EisenbergDistrict Court, S.D. New York · 2017
  4. Barbagallo v. Marcum LLPDistrict Court, E.D. New York · 2013
  5. Dewitt Stern Group, Inc. v. EisenbergDistrict Court, S.D. New York · 2014

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