Court of Appeals for the Second Circuit October 6, 1980, Nos. 939, 1060, Dockets 79-7675, 79-7711 (Ainger v. Michigan General Corp.)

VAN GRAAFEILAND, Circuit Judge:

This action was brought by the sellers of a paperback book publishing company to recover $350,373, the unused balance of a portion of the purchase price retained by the purchaser as a reserve for unpaid taxes. Plaintiffs’ right to this amount was undisputed.