- 14 -
perform under the contract at issue), affd. 636 F.2d 1203 (2d
Cir. 1980).
C. Open Price Term
New York courts will enforce a contract where the parties
leave the price term open, provided that: (1) The parties
intended to enter into a contract, and (2) the price “can be
determined objectively without the need for new expressions by
the parties”. Cobble Hill Nursing Home, Inc. v. Henry & Warren
Corp., 548 N.E.2d 203, 206 (N.Y. 1989). The 1987 redemption
agreement was enforceable, because the price terms therein could
be objectively determined by reference to the 1987 appraisal.
See In re McManus, 440 N.Y.S.2d 954, 957-958 (App. Div. 1981)
(holding that a contract that restricted the transfer of closely
held corporate stock was valid notwithstanding the open price
term, because the price could be computed in accordance with a
formula contained in the agreement), affd. 432 N.E.2d 601 (N.Y.
1982).
D. Controlling Shareholder
Finally, respondent argues that decedent’s “complete control
over the affairs of the corporation made the agreement
meaningless and nonbinding during his lifetime.” Respondent,
however, offers no support for that assertion. In the absence of
evidence indicating that decedent, Simone, or the company, viewed
the 1987 redemption agreement itself as something other than a
valid and enforceable contract, we will not ignore the 1987
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