Concord Auto Auction, Inc. v. Rustin

Three siblings, each owning a third of two family corporations (plaintiffs), signed a stock repurchase agreement requiring the corporations to buy a deceased shareholder's shares at a set price, to remain in effect "until so changed," with an annual review provision allowing (but not requiring) the parties to agree to a new price. The scheduled 1984 annual review meeting never occurred, and when one sibling, Cox, died shortly after in a fire, his shares' market value was roughly double the unreviewed contract price; his executor, Rustin (defendant), refused to tender the shares, arguing the missed mandatory review meant the price needed reassessment and that specific performance would be inequitable given the price disparity.