Block v. Greenfield

Plaintiff and defendant were the sole stockholders in a corporation known as Green Mills, Inc. They decided to dissolve the corporation and so agreed. In order to permit the -withdrawal of the capital, it was agreed to cancel all outstanding contracts with the exception of one with the Bedford Mills, Inc., for the purchase of cotton piece goods. The defendant was interested in a business using similar goods and requested plaintiff to permit such contract to remain in force, defendant in consideration thereof agreeing to assume it and to hold plaintiff harmless. To this arrangement plaintiff…