R. S. Auldridge appeals the grant of summary judgment to his business partner, James Rivers, on his claim for specific performance on the sale of his corporate stock. Auldridge contends that the trial court misinterpreted and misconstrued the terms of an agreement that obligated him to sell his stock to Rivers. Rivers and Auldridge incorporated a business known as Bo’s Machines, Inc. on October 26, 1992. Thereafter, Rivers operated Bo’s Machines on a day-to-day basis while Auldridge remained as silent partner. On June 22, 1995, Rivers and Auldridge, who each owned 50 percent of all corporate stock, executed a document in which they individually agreed not to sell their corporate stock for ten years from the date of incorporation but also agreed that they could, by mutual agreement, sell all of the stock to a third party. In the event that Rivers died or became incapacitated during the same ten-year period, the agreement authorized the sale of the company at fair market value. Paragraph 4 provided as follows: Ten 10 years from the date of incorporation of the Company, James Rivers agrees to purchase all of the stock owned by R. S. Auldridge; the purchase price shall be for book value as determined by the CPA then employed by the Company for the purpose of preparing tax returns, balance sheets and profit and loss statements. The agreement further stated, “the purchase price, as determined pursuant to paragraph 5 sic above, shall be payable in cash or on terms agreed to by the seller and buyer.” In addition, the document recognized the existence of a promissory note dated May 30, 1993 in the amount of $47,000, showing a corporate debt owed to Rivers, individually, for equipment he had sold to the company. Rivers agreed to maintain the equipment and to forego payment on that promissory note until September 26, 2002. The agreement also required “that the stock owned by each shall be indorsed with the following language: This stock is subject to an agreement between James Rivers and R. S. Auldridge dated June 22, 1995.”
At all relevant times, Robert E. Harkrider, Jr., served as the corporation’s CPA, preparing tax returns, balance sheets, and profit and loss statements. In July 2002, Rivers approached Auldridge about purchasing Auldridge’s 50 percent interest. Rivers testified that “I reminded Mr. Auldridge that our buy-sell agreement was due in October and told him that we would get the information from Mr. Harkrider at the end of September and then we would know what I had to pay him in cash in October 2002.” Thereafter, the parties’ attorneys exchanged correspondence about the stock purchase. On September 18, 2002, Auldridge’s attorney wrote, “since the contract calls for a Closing on or about October 26, it seems to me that Mr. Harkrider should give us his figures as of the end of the third quarter and projected through later Verified October 26.” The financial statements prepared by Harkrider indicated the corporation’s total equity as $228,449.94 as of October 31, 2002.1 When Rivers tendered the purchase price of $114,224.97 to Auldridge and “requested a conveyance of his interest and all of his stock in said corporation, the said purchase price being book value . . . Auldridge refused to accept the tender and refused to make the conveyance.” After Auldridge refused to sell his stock, Rivers filed suit seeking specific performance to enforce the provisions of the June 1995 agreement.
