# Mather Estate

> Supreme Court of Pennsylvania · March 21, 1963 · 410 Pa. 361

URL: https://www.frixlaw.com/law-library/cases/9644977

## Case

- **Full name:** Mather Estate
- **Court:** Supreme Court of Pennsylvania
- **Decided:** March 21, 1963
- **Citations:** 410 Pa. 361; 189 A.2d 586; 1963 Pa. LEXIS 618
- **Precedential status:** Published
- **Opinion:** Dissent by Cohen
- **Judges:** Bell, Musmanno, Jones, Cohen, Eagen, O'Brien, Roberts
- **Cited by:** 49 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/9644977

## Opinion text

Dissenting Opinion by
Me. Justice Cohen:
The majority here fails to recognize, and hence does not discuss, the manner in which this agreement differs from the usual first option agreement. Here, the agreement creates an absolute restraint against transfers and provides for a first refusal price which is unconscionably nominal in relation to the value of the shares at the time the arrangement was made. I would hold where an agreement entered into at a time when the actual value of the stock is $50 or more a share, which agreement prohibits the sale of shares by any party during his lifetime without first offering the same to the other shareholders at a price of $1 per share, that the imposition of this nominal and unvariable pre-emption price creates an unreasonable restraint upon the alienability of the shares and imposes an invalid restriction on their transfer. See Sparks, Future Interests, 32 N.Y.U. Law Rev. 1434 (1957); Baker and Cary, Cases and Materials on Corporations, 322-26 (3rd ed. 1958).
*373 The fact that the parties have entered into the agreement of their own free will cannot validate provisions which are void as against public policy; nor does the fact that there was no overreaching or that Gilbert Mather himself bought shares at $1 per share from Victor Mather’s executors legalize an unreasonable restraint on alienation.
I dissent.

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/9644977. Public record. Not legal advice.