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Prior to 1926, Mather & Co. was a partnership consisting of Charles E. Mather, his two sons Victor C. Mather and Gilbert Mather, and his daughter Josephine C. Mather. In December, 1926, the partners incorporated their insurance business under the name of Mather & Co. (P). Of the 1,000 authorized shares of common stock, 800 were issued as follows: Charles 250 shares; Victor 250 shares; Gilbert 250 shares; Josephine 50 shares. On December 22, 1926, the stockholders entered into a written agreement which provided that if any one of the four dies or desires to sell his (or her) stock during his (or her) life, he (or she) would first have to offer it to the others at $50 per share. Charles E. Mather died October 31, 1928. Victor and Gilbert exercised their respective options and bought the stock which was owned by (the executors of) Charles E. Mather for $50 per share. As a result of these purchases Victor now owned 375 shares, Gilbert owned 375 shares, and Josephine owned 50 shares. On January 9, 1933, 50 shares of stock held in the treasury but previously unissued were issued to Charles E. Mather II, the son of Victor C. Mather. On November 6, 1939, Victor, Gilbert, and Josephine entered into a written agreement which provided '… the said contract of December 22, 1926 is hereby canceled and terminated by the unanimous consent.” On the same day, they entered into agreements that if any of the family members died or wanted to sell, the other family members would get a first right of refusal to purchase the deceased's shares at $1 per share, or P could purchase at $50 per share. If there were no family member buyers at the $1 price, or P, the estate was then free to sell into the open market. The aforementioned agreement of November 6, 1939. After this purchase, the stock was held as follows: Gilbert 562-1/2 shares; Charles II 237-1/2 shares; Josephine 50 shares. On June 5, 1950, Gilbert sold 61-1/2 shares to Charles II at $1.00 per share, making the holdings: Charles II 299 shares; Gilbert 501 shares; Josephine 50 shares. Josephine died August 12, 1953, and her 50 shares were sold to Mather & Co. at $50 per share, as per the above-mentioned agreement between her and Mather & Co. dated November 6, 1939. Gilbert died on October 23, 1959, and Charles II tendered $501 to D for the purchase of Gilbert's stock. P's book value at that time was carried on the books at $444.92, and its actual value was not less than $1,060 per share. The tender had been refused, and P filed a petition in the Orphans' Court asking for specific performance of the aforesaid agreement. The court held that the agreement was to be enforced. D appealed.

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