Stock repurchase agreements—including those that set a buyback price—are routinely enforced. See, e.g., id. at 1366-67 (upholding the validity of a stock repurchase agreement despite the plaintiff's attempt to petition the court to dissolve the company or appoint a receiver); Harris Tr. & Sav. Bank v. Hirsch, 445 N.E.2d 1236 (Ill. App. Ct. 1983) (concluding that a stock repurchase agreement setting repurchase price was ambiguous, but otherwise assuming it could be valid); Bird Chevrolet Co. v. Jackson, 336 N.E.2d 487 (Ill. App. Ct. 1975) (upholding a stock repurchase agreement setting a valuation scheme); see also Coleman v. Taub, 638 F.2d 628, 629 (3d Cir. 1981) (upholding the validity of an employee-shareholder's repurchase agreement setting mechanisms for determining the value of the repurchase, despite the fact that the employee was terminated pending a merger transaction). The key to the case is whether DMG's decision to terminate Stankiewicz on July 31, 2017 was consistent with the parties' agreements, or whether the parties had an enforceable agreement to postpone her termination date to August 31, 2017.
Mentzer v. Mentzer, 30 S.W.2d 146, 325 Mo. 941; Bante v. Bante Development Co., 27 S.W.2d 481; Hoehn v. Crews, 144 F.2d 665; In re Smith v. Holdoway Const. Co., 129 S.W.2d 894, 344 Mo. 862. (18) To successfully invoke "unclean hands" doctrine, person relying thereon must show that he has been injured. Schroeder v. Turpin, 253 Mo. 258, 161 S.W. 716; 2 Pomeroy's Equity Jurisprudence (5th Ed.), p. 98, sec. 399; 19 Am. Jur., p. 328, secs. 474, 475; Valley Smokeless Coal Co. v. Mfgrs. Water Co., 302 Pa. 232, 153 A. 327. (19) To authorize the application of the doctrine of "unclean hands" the wrong complained of must have infected the cause of action and produced an illegal or unjust result. Barnes v. Barnes, 282 Ill. 593, 118 N.E. 1004; National Labor Relations Board v. Fickett Brown Mfg. Co., 140 F.2d 883; Smith v. Ajax Pipe Line Co., 87 F.2d 567; Valley Smokeless Coal Co. v. Mfgrs. Water Co., 302 Pa. 232, 153 A. 327; 2 Pomeroy's Equity Jurisprudence (5th Ed.), p. 98, sec. 399; Bird v. Jackson, 75 S.W.2d 918; Chute v. Wisconsin Chemical Co., 185 F. 115; Hunt v. Hunt, 160 A. 358, 10 N.J. Misc. 675; Mirkin v. Bowker, 133 A. 41. (20) The purpose of the maxim is to secure justice and equity and not to aid one in an effort to acquire property to which he has no right. Sliman v. Moore, 131 S.W.2d 1, 198 Ark. 734; Bichhalter v. Rude, 54 F.2d 823; Ely v. King-Richardson Co., 106 N.E. 619, 265 Ill. 148. (21) Action will not be defeated because recovery will inure in part to guilty parties. Davis v. Las Ovas Co., 227 U.S. 80; Rundle v. Winters, 298 P. 929, 37 Ariz. 239; Hunt v. Hunt, 160 A. 358, 10 N.J. Misc. 675; Francis Oil Refining Co. v. David A. Manville Co., 296 F. 349. (22) Party is not barred from relief because of misconduct not connected with matter of controversy, although directly connected with subject matter of suit. Rule that plaintiff seeking relief in equity must come into court with clean hands has reference only to relation between parties arising out of transaction. Benson v. S