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Gallagher v. Lambert
Gallagher v. Lambert, 74 N.Y.2d 562, 143 A.D.2d 313 (1988) was a New York Supreme Court, Appellate Division case between Plaintiff James Gallagher who was a former employee for Benjamin Lambert at Eastdil Realty, Inc. The case involves the scope of contract law in regards to dealing in good faith under employment termination and stock buyback options.〔(【引用サイトリンク】 work =Appellate Division of the Supreme Court of the State of New York, First Department. )〕〔(【引用サイトリンク】 work =Court of Appeals of the State of New York. )〕〔(【引用サイトリンク】 work =Law School Case Briefs )〕〔(【引用サイトリンク】 work =Leagle )〕
==Background==
Gallagher was an employee for Easdil for many years. Beginning in 1983, with a capital reorganization of the company, Gallagher was given an 8.5% stake in the company, making him the third largest shareholder, with a stock buyback option that stated if his employment was terminated for any reason prior to January 31, 1985 the shares would be bought back at book-value, whereas after this date they would be bought back according to an earnings formula.〔〔〔〔
Twenty-one days before this date, Eastdil fired Gallagher for no apparent reason except to avoid paying for his shares at the new calculated price, which would have been much higher than book value. His shares were therefore bought back from the company at the lower book-value price.〔〔〔〔
Gallagher was upset with this move and filed a complaint with the court, stating that Eastdil had breached the good faith protocol and should therefore be required to pay him the share price after the January 31st point for the buyback. The lower court dismissed his complaint, citing he had knowingly entered a contract that had this provision. He subsequently appealed.〔〔〔〔
抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』
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