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rewrite in simple words: An investor and other shareholders owned a pro football club. The parties enteredinto two agreements that purported to provide a right
rewrite in simple words: An investor and other shareholders owned a pro football club. The parties enteredinto two agreements that purported to provide a right of first refusal with respect to the voting shares ofthe investor and the other shareholders. When relations deteriorated between the investor and theother shareholders, he and his daughters entered into an agreement with a third party for the sale of thestock. They brought a declaratory judgment action to establish the invalidity of the right of first refusalinstruments. The lower court held in their favor. On appeal, the court held that the latter of the twoinstruments failed to bind one of the shareholders and that shareholder's inclusion was intended to be acondition precedent to the agreement's enforceability, the bank's signature on behalf of one of theshareholder's on the first of the two instruments was not binding as to the other shareholders who knewof the existence of co-trustees, and the investor and remaining shareholder who executed the firstinstrument were mutually mistaken that the bank's signature was binding and thus the investor couldavoid the agreement and sell his stock free of a right of first refusal
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