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Affirmed: trial court's conclusion that the instrument of March 21, 1984, did notsubject the Winter voting shares to a right of first refusal.The appellants mount
Affirmed: trial court's conclusion that the instrument of March 21, 1984, did notsubject the Winter voting shares to a right of first refusal.The appellants mount a four-pronged attack onthe trial court's determination that the document of March 21, 1984, is invalid, unenforceable, and notbinding on Winter. First, they contend that the trial court's conclusion rests on a discredited common lawdoctrine mutuality of obligation. The court's conclusion, however, was not that the contract wasunenforceable because of lack of mutuality of obligation but rather that because of the absence of themutual assent essential to form a contract, there was no contract for a right of first refusal made onMarch 21, 1984. Because no contract was formed, there were no mutual obligations. Second, theappellants attack as clearly erroneous the trial court's finding that the parties intended that all or noneof the voting shares be subject to a right of first refusal. The trial court found as fact that the purpose ofthe March 21, 1984, agreement, "to provide for rights of first refusal in the event any of the holders ofvoting stock of Vikings II, Inc. desire to sell, transfer or otherwise dispose of all or any of their shares ofvoting stock of Vikings II, Inc.," could not be achieved unless all of the holders of voting shares werebound by the agreement. The trial court also found that the parties to the March 21, 1984, agreementintended that the agreement of the Boyer trustees be a condition precedent
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