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II. The 1987 Redemption Agreement Is a Valid Contract
A. Introduction
Respondent argues that the 1987 redemption agreement is
invalid under New York law for any of the three following
reasons: (1) It was not supported by consideration, (2) the
price term was originally left blank, thus rendering the contract
void for indefiniteness, or (3) as the controlling shareholder,
decedent was free to ignore its terms. Respondent has not
convinced us that any of those reasons has merit.
B. Consideration
Given the preexistence of the 1960 redemption agreement,
respondent contends that decedent’s promises contained in the
1987 redemption agreement do not constitute legal consideration.
Decedent’s promises under the 1987 redemption agreement, however,
differ from decedent’s promises under the 1960 redemption
agreement. Among other things, the 1960 redemption agreement
does not deal with the 6-percent preferred stock (which stock had
not been issued in 1960), while the 1987 redemption agreement
does. We do not think that a New York court would find the 1987
agreement void for want of consideration. Cf. Zervos v. S.S. Sam
Houston, 427 F. Supp. 500, 505 (S.D.N.Y. 1976) (holding the
contract at issue invalid for want of consideration because one
of the parties to that contract was already bound, under a prior
contract, to perform acts identical to the acts that it agreed to
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