Roane v. Sophisticated Data Research, Inc.

Weltner, Justice.

Where an agreement among shareholders provided that, in the event of a specified occurrence, the value of their shares would be determined by a designated accounting firm, the refusal of that accounting firm to act makes the evaluation provision of the contract unenforceable by reason of impossibility. “Where parties to an executory agreement for the sale of goods agree that the price to be paid for the property shall be fixed by valuers appointed by them, there is no contract of sale if the persons appointed as valuers fail or refuse to act.” Elberton Hardware Co. v. Hawes,…