Legal Opinion

Gallagher v. Lambert

New York Court of Appeals

Decided December 14, 1989PublishedCited by 54 opinions

1Opinion of the Court

OPINION OF THE COURT

Bellacosa, J.

Plaintiff Gallagher purchased stock in the defendant close corporation with which he was employed. The purchase of his 8.5% interest was subject to a mandatory buy-back provision: if the employment ended for any reason before January 31, 1985, the stock would return to the corporation for book value. The corporation fired plaintiff prior to the fulcrum date, after which the buy-back price would have been higher.

We must decide whether plaintiffs dismissed causes of action, seeking the higher repurchase price based on an alleged breach of a fiduciary duty,…

2Cases cited4 opinions

  1. Murphy v. American Home Products Corp.New York Court of Appeals · 1983
  2. Sabetay v. Sterling Drug, Inc.New York Court of Appeals · 1987
  3. Ingle v. Glamore Motor Sales, Inc.New York Court of Appeals · 1989
  4. Allen v. Biltmore Tissue Corp.New York Court of Appeals · 1957

3Cited by54 opinions

  1. Ernest J. Nagy v. Riblet Products Corporation, David Bistricer, and Nachum SteinCourt of Appeals for the Seventh Circuit · 1996
  2. Hollis v. HillCourt of Appeals for the Fifth Circuit · 2000
  3. Medinol Ltd. v. Boston Scientific Corp.District Court, S.D. New York · 2004
  4. Stephenson v. DreverCalifornia Supreme Court · 1997
  5. In Re the Dissolution of Penepent Corp.New York Court of Appeals · 2001

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