Gasbarre Products, Inc. v. Smith

The Pennsylvania Superior Court affirmed the trial court’s ruling that the parties entered into an enforceable agreement. Smith worked as a president at the Company for 18 years. In2017, he and the Company’s CEO  entered into discussions regarding Smith’s retirement and his withdrawal from the Company’s board of directors. In 2019,  Smith and the CEO met privately to negotiate further. At some point before the conclusion of the meeting, the CEO drafted a one-page document titled “Steve Smith/Gasbarre Products, Inc. Stock Buyout Structure Outline,” which the parties signed. Months later, the Company sued Smith for specific performance. The Company claimed the parties entered into a binding contract. Smith argued the Outline merely identified issues to be resolved in future discussions. After a bench trial, the court found in favor of the Company. The Superior Court affirmed. The Court concluded that Smith’s procedural challenges to this specific performance case lacked merit. Additionally, the evidence supported the trial court’s factual finding that the parties entered into a written contract. Finally, the trial court did not err in relying upon parol evidence to ascertain that the parties intended the Outline to be a complete embodiment of their agreement.

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