As a general rule, a defined benefit is not granted if one of the following benefits applies: a given benefit is an appropriate remedy in contract law, with a court making an order requiring a party to perform a particular act, for example. B for the full execution of the contract. It is generally available in the sale of land rights, but otherwise it is not widely available if the damage is an appropriate alternative. A specific service is almost never available for human services contracts, although benefits can also be provided by the threat of legal action. If you think that this verdict means that the defendants must tender to the company, you are wrong. There are at least a few problems to solve. The defendants question the valuation of their shares, which, according to the buy-sell agreement, should be the fair value of the stock, as determined by a particular accountant. There is also a challenge to the validity and applicability of the buyback agreement. The company`s board of directors is responsible for registering transactions involving the shares to ensure that the rights and interests of publicly declared shares are respected. As such, it should ensure that the recipient is protected by the publicly registered prohibition and that no contrary provision is recorded without express authorization. However, given the relatively limited case law regarding the support of a given benefit on the basis of a court decision, contracts to purchase shares in a framework may prove to be a more effective means of ensuring the transfer of shares.
Since, in such cases, consent to the transfer has already been given, the fulfilness of contractual commitments made on the basis of a sales contract seems more direct, as it depends only on compliance with the applicable conditions; the court is not obliged to act in lieu of the will of the parties, but simply to do their will. As noted above, the seller is required to inform other members of the company of his intention to sell first before offering the shares to third parties. If this obligation is violated and shares are transferred directly to an outsider, the holder of the right to refuse the first refusal can enforce the agreement and request a certain benefit. However, it would be legally impossible and economically ineffective to recall a given benefit in such a case, since shares would have already been transferred. For a defined benefit, the purchaser must waive his right to shares that he has legally acquired and which he now owns. In her article, Elizabeth Conseza talks about the inapplicability of certain benefits as a remedy in the event of a violation of the right of aversion. However, the limits of specific performance in other contexts are narrow. In addition, the benefit, based on the personal judgment or the capacity of the party on which the application is made, is rarely ordered by the court.