Opinion
July 3, 1997
Appeal from the Supreme Court, New York County (Herman Cahn, J.).
The motion court properly determined that paragraphs Fifth and Seventh of the 1992 Shareholders Agreement permitted inter vivos transfers among family members but prevented testamentary transfers by requiring the estate of any stockholder holding shares in the plaintiff company to sell them back to that company. Since the terms of the 1992 Shareholders Agreement were clear and unambiguous, the motion court properly rejected extrinsic evidence that was intended to add to or vary its terms, and properly directed specific enforcement of that agreement ( see, W.W.W. Assocs. v. Giancontieri, 77 N.Y.2d 157, 162; Rosiny v Schmidt, 185 A.D.2d 727, 730, lv denied 80 N.Y.2d 762). We have considered plaintiffs' other arguments and find them to be without merit.
Concur — Sullivan, J. P., Rosenberger, Wallach and Tom, JJ.