In Metro Commercial Management Services, Inc. v. Van Istendal, the Appellate Division affirmed the trial court’s granting of summary judgment on appellant’s counterclaim for shareholder oppression. We support the decision.

Nancy Van Istendal was a long-term accountant for the respondent real estate management company. In 2001, she became the chief financial officer and a 12 percent shareholder, subject to a Stock Purchase and Transfer Restriction Agreement. In 2002, she also became eligible to receive additional shares through a stock option plan. The agreement specifically stated that respondent was an “employee-at-will” and could be terminated by Metro “at any time for any reason.” Upon termination of employment, Van Istendal was required to offer to sell her shares back to the president or the company. The price for the shares would be fair market value to be determined by averaging each side’s appraisal and that of a neutral third party.

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