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Once triggered by Jean True’s notice, the buy-sell
agreements required Jean True to sell, and her sons to purchase,
her interests. Each of the buy-sell agreements provided that the
“effective date” of the resulting sale was the applicable notice
date.
Although the buy-sell agreements defined the effective dates
of Jean True’s sales as the notice dates, other provisions of the
buy-sell agreements required only that the “sale and purchase” of
stock or partnership interests “be consummated” within 6 months
after those dates. In fact, Jean True did not receive payment
for her stock and partnership interests until September 30, 1994
(payment date).
The record does not establish exactly what happened on or
around the payment date, other than the receipt of payment by
Jean True. It appears that the reissuance of stock certificates
to the sons was authorized by the corporations’ boards of
directors on September 29, 1994. However, the minutes of the
board meetings authorizing this action refer to “the transfer of
the shares formerly owned” by Jean True, and state that
“appropriate action should be taken * * * to accept and
acknowledge the transfer of ownership that occurred effective
June 30, 1994". The accompanying board resolutions similarly
discuss the “sale and transfer effective June 30, 1994" of “the
shares previously held” by Jean True.
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