Appellate Division of the Supreme Court of the State of New York August 9, 2011 (Ross v. Ross Metals Corp.)

*574The defendant, Ross Metals Corporation (hereinafter Ross Metals), entered into an agreement (hereinafter the agreement) in September 1996 which provided, among other things, that it would pay the sum of $1,800,000 to Miguel Ross and Luisa Ross, representing $900,000 to each in exchange for their respective shares of stock in a closely held corporation.