In re the Dissolution of Fontana D'Oro Foods, Inc.

OPINION OF THE COURT

Richard A. Goldberg, J.

This decision presents a novel question in this jurisdiction; whether an agreement for the sale of stock in a business corporation may be set aside when the underlying purpose of the sale is frustrated by unforeseeable circumstances.

The underlying facts are as follows: The petitioner, John Agosta, and his brother Salvatore Agosta are equal owners of all the issued and outstanding stock in the close corporation known as Fontana D’Oro Foods, Inc. The corporation is engaged in the warehousing and wholesaling of food stuffs and condiments to the pizza…