Stephenson v. Drever

Opinion

MOSK, J.

In this case a “buy-sell agreement” gives a closely held corporation the right and obligation to repurchase the shares of a minority shareholder-employee on termination of his employment, but is silent as to his shareholder rights during the postemployment period necessary to determine the value of his shares pursuant to the agreement. The narrow issue before us is whether the agreement nevertheless implies on its face an intention by the parties to deny the minority shareholder those rights during that period. As will appear, we conclude that it does not, and therefore reverse…