Gellis v. S. Gellis & Co., Inc.

339 A.2d 64 (1975)

Samuel GELLIS et al., Plaintiffs below, Appellants, v. S. GELLIS & CO., INC., et al., Defendants below, Appellees.

Supreme Court of Delaware.

Argued March 14, 1975.

Decided May 16, 1975.

Lewis S. Black, Jr. and Martin J. Tully, Morris, Nichols, Arsht & Tunnell, Wilmington, for plaintiffs below, appellants.

Edward W. Cooch, Jr. and Bonnie H. Sheer, Cooch & Taylor, Wilmington, and Franklin Poul, Judith R. Cohn and Carl W. Schneider, Wolf, Block, Schorr & Solis-Cohen, Philadelphia, Pa., for defendants below, appellees.

Before HERRMANN, Chief Justice, and DUFFY, and McNEILLY, Justices.

PER CURIAM:

In this action under 8 Del.C. § 225 for a review of the annual election of corporate directors, the Court of Chancery denied plaintiffs' motion for summary judgment, 322 A.2d 287 (1974), and this appeal followed.

We have considered the contentions of plaintiffs and have concluded that the judgment below should be affirmed for the reasons stated in the Vice Chancellor's opinion. We note particularly that the Second Extension Agreement was subject to the "same conditions precedent contained in the Stock Acquisition Agreement"; thus it was executory in the sense that stockholder approval was required to make it binding and that was not given until after the Gellises were in default.

Affirmed.