Fender v. Prescott

OPINION OF THE COURT

Memorandum.

The order of the Appellate Division should be affirmed, with costs, and the certified question answered in the affirmative.

Execution of a buy-sell agreement between plaintiff and defendant with respect to the stock of National Cold Storage Co., *1079Inc., did not automatically release defendant from his obligation as a shareholder, officer and director of that close corporation not to co-opt a viable corporate opportunity of which he became aware in such capacities. There being, at least, a triable issue of fact concerning the viability of National’s negotiations for…