Triggs v. Triggs
Court of Appeals of New York
385 N.E.2d 1254 (N.Y. 1978)
Founder Triggs and his son Ransford (plaintiff) agreed in 1963 to vote their shares to elect themselves as officers at set salaries, with a separate option letting Ransford purchase Triggs's shares after his death; after the business soured under Ransford's management and Triggs's own attitude toward him changed, Triggs's will purported to void the 1963 agreement and give his shares to his other sons, and after Triggs's death the estate (defendant) refused to honor the stock option, prompting Ransford's suit for specific performance, which the trial court and appellate division granted.
Whether a stock purchase option in a shareholder agreement is enforceable even though other parts of the agreement illegally restrict the board's authority to select corporate officers and fix their compensation.