Who knew Quick Draw would turn into Slo-Mo?
Regular readers of this blog may remember the Quick Draw (as I dubbed it) buy-sell agreement in the Mintz v Pazer case decided by Brooklyn Commercial Division Justice David Schmidt. The provision at issue — found in a shareholders’ agreement between two, 50/50 factions of a family owned business whose sole asset is a shopping center allegedly worth over $50 million — authorized either faction to give the other an irrevocable purchase notice within 10 days after the failure to resolve deadlock, with the purchase price to be determined by a subsequent multiple-appraiser process. Litigation erupted after each of the Mintz and Pazer factions sent the other a purchase notice within the 10-day period. Justice Schmidt eventually declared the Mintz faction the purchaser because its notice preceded the Pazer faction’s notice by several days.
The dueling purchase notices were given in September 2012. Justice Schmidt declared the Mintz faction the purchaser in December 2013. It’s now sixteen months later and still no sale has occurred while the two factions continue to battle it out in court. What went wrong? Continue Reading Case Highlights Importance of Valuation Date in Buy-Sell Agreement