PERSHING INDUSTRIES, INC., A FLORIDA CORPORATION, APPELLANT,
v.
LAWRENCE SHUPNICK AND ALBERT WILENSKY, APPELLEES
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A contract for stock purchase is subject to rescission when the method for determining the purchase price is incapable of performance, making the price-determination provision a dependent covenant whose impossibility defeats the contract.
A contract for the purchase of stock is subject to equitable rescission when the method for ascertaining the purchase price is incapable of performance.
[1] A dependent covenant in a contract for the sale of stock, providing the method for determining purchase price, renders the contract subject to equitable rescission when t…
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Join FLexlaw to unlock all legal intelligencePershing Industries entered into a contract to purchase stock in a corporation where the sale price was to be determined by a particular method that p…
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PER CURIAM.
The issue presented on this appeal is: Is a contract for the purchase of stock in a corporation subject to the equitable remedy of rescission when the contract provides that the sale price of the stock shall be determined by a particular method and when that method is not capable of performance. The trial court held that the provision for the ascertainment of the purchase price was a dependent covenant and that by its impossibility of performance the contract was subject to rescission. Cf. Shore Inv. Co. v. Hotel Trinidad, 1947, 158 Fla. 682, 29 So. 2d 696; and Enid Corporation v. Mills, Fla.App.1958, 101 So. 2d 906. We agree with the conclusion reached, and find that “[a]s in the case of specific performance, relief by way of cancellation lies within the sound discretion of the court, to be exercised according to what is reasonable and proper under the circumstances of each particular case . . . ” International Realty Associates, Inc. v. McAdoo, 1924, 87 Fla. 1, 99 So. 117. Additionally, “[w]e have no clear conviction that the construction so placed on the contract by the lower court is erroneous. There is a presumption that it is correct.” Clark v. Clark, Fla.1955, 79 So. 2d 426.
The appellant has also presented a point directed to the denial of certain of its motions and points directed to procedural rulings. None of them presents reversible error on this record.
Affirmed.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
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Hymowitz v. Drath, 567 So. 2d 540 (Fla. 4th DCA 1990)…essence the arbitrators did was to treat Drath as a full shareholder but cancelled her stock purchase obligation. The provision for payment, however, is a dependent covenant to the stock purchase agreement. See Pershing Industries, Inc. v. Shupnick, 325 So. 2d 410 (Fla. 3d DCA 1976). Therefore, cancellation of the purchase money note amounted to a rescission of the stock purchase agreement itself. Pershing. Since the cancellation of the stock purchase agreement extinguishes Drath’s position as a shareholder i…
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Shupnick v. Pershing Auto Leasing, Inc., 363 So. 2d 198 (Fla. 3d DCA 1978)…nc. entry into the transfer agreement. Nevertheless, the 1969 agreement became the subject matter of ensuing litigation and was rescinded and held to be invalid by the Circuit Court, affirmed by this Court. See Pershing Industries, Inc. v. Shupnick, 325 So. 2d 410 (Fla. 3d DCA 1976). Subsequently, Pershing, which had ceased to be a wholly owned subsidiary of Pershing Industries, Inc., failed to furnish Shupnick with the Cad-illacs pursuant to the 1967 agreement and Shupnick filed the present action for breach…
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Shupnick v. Pershing Auto Leasing, Inc., 383 So. 2d 1164 (Fla. 3d DCA 1980)…his agreement. On November 5, 1974, a final judgment was entered rescinding the 1969 transfer agreement. The judgment was affirmed on appeal by this court which denied [*1165] rehearing on February 11,1976. See Pershing Industries, Inc. v. Shupnick, 325 So. 2d 410 (Fla.3d DCA 1976). Subsequent thereto Pershing, which ceased to be- a wholly owned subsidiary of Pershing Industries, Inc., was sued for breach of contract by Shupnick who alleged that since April 1973 Pershing failed to furnish him with the Cadilla…1 / 2
Previewing 3 of 5 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Int'l Realty Assocs. v. McAdoo, 87 Fla. 1 (Fla. 1924)
- Alyce Clark v. Clark, 79 So. 2d 426 (Fla. 1955)
- Shore Inv. Co. v. Hotel Trinidad, Inc., 158 Fla. 682 (Fla. 1947)
- Enid Corp. v. Mills, 101 So. 2d 906 (Fla. 3d DCA 1958)