Seven Springs Farm, Inc. v. Croker

OPINION

Justice NIGRO.

We granted allowance of appeal to consider whether the Superior Court erred in holding that a cash-for-stock merger did not trigger the right of first refusal in a closely-held corporation’s buy-sell agreement. For the reasons that follow, we affirm.

*205Seven Springs Farm, Inc. (“Seven Springs”) is a 5000-acre, year-round resort, with both skiing facilities and a conference center. It was founded in 1932 by Adolph and Helen Dupre, and incorporated as a Pennsylvania corporation in 1959. The original shareholders were Helen Dupre and her three children: Herman Dupre, Phillip…