Interpretation of Shareholders Agreement for Valuation of Company in Account

Executor filed an account valuing two closely held companies by its market value, which means a willing seller to a willing buyer; objectors, two of four residuary beneficiaries, claimed that the shareholder agreement specified a pro rata valuation, meaning dividing the companies’ values by the amount of shares; and the court held that the shareholders agreement was ambiguous, allowing parole evidence, and confirmed the account, because the evidence indicated that the “market value” specified in the shareholders agreement incorporated market variables, such as marketability and controlling interest.  Bittner Estate, 5 Fid. Rep. 3d 242 (OC Bedford 2014) (Opinion by Livengood, J.), aff’d No. 1847 WDA 2014 (Pa. Super. 1/29/2016).

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