Background:

• Michelle Goldstein Zaldin (applicant) and her father, Seymour Goldstein (respondent), co-owned SGA&I, an insurance agency (90% Goldstein, 10% Zaldin). SGA&I fully owns GFII, a mutual fund dealer.
• Their relationship deteriorated, leading to litigation. In January 2024, Mr. Goldstein terminated Ms. Zaldin’s employment.
• In August 2024, Mr. Goldstein invoked the shotgun clause in a 2006 shareholders’ agreement, offering to sell his shares at $17,007 per share ($7.5M total).
• Ms. Zaldin accepted in writing but later alleged that Mr. Goldstein’s failure to obtain regulatory approvals prevented her from securing financing.

Court’s Findings:

1. Binding Agreement: A valid contract was formed when Ms. Zaldin accepted Mr. Goldstein’s offer.
2. Breach of Contract: Mr. Goldstein breached the agreement by failing to obtain regulatory approvals for the ownership transfer of GFII. This failure directly impacted Ms. Zaldin’s ability to secure financing.
3. Specific Performance: Awarded to Ms. Zaldin. The court rejected Mr. Goldstein’s claim under the reverse shotgun clause, citing his failure to fulfill contractual obligations.
4. No Implied Terms: The court denied Ms. Zaldin’s request for price adjustments, an extended closing date, and additional resignation conditions.

Orders & Costs:

• Ms. Zaldin must complete the purchase within 30 business days.
• Mr. Goldstein’s application is dismissed.
• Costs: Mr. Goldstein must pay $54,000 to Ms. Zaldin.