Chetopa State Bancshares, Inc. v. Fox

Woleslagel, J.:

As parts of a contract for the sale of the stock of the Chetopa State Bank, the defendants, as stockholder-sellers, provided two indemnity clauses in favor of the purchaser who assigned his rights to the plaintiff.

The first provision related to claims or debts then existing, “or growing out of this Stock Purchase Agreement.”

The second provision related to expense “at any time after the date hereof, arising from, or as a result or in respect of, the breach of any warranty, representation or covenant made by Sellers” in the agreement.

Two lawsuits and one tax claim, each based on…