Rafe v. Hindin

244 N.E.2d 469 (1968)

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Nature of the Case

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Facts

P and D organized a corporation to purchase and develop real estate. Each owned 50% of the stock. There was a legend in the stock certificates signed by the parties that made it nontransferable except to the other stockholder. Written permission from the other stockholder was required to transfer the stock to a third party. P was in financial difficulties and found someone willing to purchase his certificate for $44,000. D refused to purchase when P offered the stock to him and also refused to consent to the sale to P's purchaser. P sued to have the legend on the certificate voided. D countered to have the legend enforced or in the alternative to have the corporation dissolved. P moved for summary judgment, and that was denied because the restriction was not unreasonable on its face and the refusal to consent to the sale was a question of fact.