This is a dispute between appellants Ansley & Sutton Construction Company, Inc. A&S, Jeffrey Ansley, and Michelle Ansley, and appellee Marcia Ansley, as administrator of the estate of Kevin Ansley, the deceased brother of Jeffrey and Michelle. The administrator contends that Jeffrey, Michelle, and A&S are obligated by their shareholders’ agreement to purchase Kevin’s interest in A&S from the estate. Jeffrey and Ansley contend that Kevin breached their oral agreement to make wills devising their respective shares to the surviving siblings or sibling. The trial court granted partial summary judgment to the administrator on these issues, and Jeffrey, Michelle, and A&S appeal. We reverse because the alleged oral agreement did not merge into a subsequent written agreement, because the parol evidence rule did not preclude proof of the oral agreement, and because Jeffrey’s and Michelle’s counterclaims arising out of the breach of the alleged oral agreement were not barred by the statute of limitation.1 To prevail on a motion for summary judgment, the moving party must demonstrate that there is no genuine issue of material fact, and that the undisputed facts, viewed in a light most favorable to the party opposing the motion, warrant judgment as a matter of law.2 Our review of a grant of summary judgment is de novo, and we view the evidence and all reasonable inferences drawn from it in the light most favorable to the nonmovant.3
So viewed, the evidence shows that A&S and its two original shareholders entered into a Shareholders Agreement on November 19, 1987. Among other things, the 1987 Shareholders Agreement restricted the transfer of stock in A&S, was binding upon the parties and their respective executors, administrators, successors and assigns, and terminated upon A&S’s bankruptcy or the disposal of the shareholders’ stock after the removal of the transfer restrictions. One of the express purposes of the 1987 Shareholders Agreement’s transfer restrictions was to provide for the purchase by A&S of the stock of a deceased shareholder. Accordingly, upon the death of a shareholder, the decedent’s shares would be subject to the options to purchase otherwise provided in the agreement, but “should such options not be exercised, then A&S shall purchase or redeem all of the decedent’s shares . . . .”
