T.S.I. Holdings, Inc. v. Jenkins

The opinion of the court was delivered by

Six, J.:

This is a contract case, rich in issues, arising from an attempt to sell stock in a closely held corporation. The appeal involves a written agreement (Agreement) in which T.S.I. Holdings, Inc. (TSI), a holding company, its subsidiaries and shareholders, as sellers, agreed to sell a controlling portion of TSI voting common stock to Lawrence S. Jenkins and Roger W. Hood, M.D., as buyers. The March 22,1993, closing date passed, and the sale never closed.

The primary question is whether sellers, in defending against buyers’ breach of contract claim,…