Opinion
July 25, 1994
Appeal from the Supreme Court, Orange County (Peter Patsalos, J.).
Ordered that the order is affirmed, with costs.
The Supreme Court properly determined that the provision of a shareholders' agreement entered into in August 1959, which, inter alia, granted the survivor an option to purchase the decedent's shares of the closely held corporation at one-half of the "book value" of the corporation, was not an ambiguous term (see, W.W.W. Assocs. v. Giancontieri, 77 N.Y.2d 157, 162; Gallagher v. Lambert, 74 N.Y.2d 562, 567, 571; Allen v. Biltmore Tissue Corp., 2 N.Y.2d 534, 543; People ex rel. Knickerbocker Fire Ins. Co. v. Coleman, 107 N.Y. 541, 543; CBM Equip. Corp. v Markwardt, 77 A.D.2d 815, 816; Claire v. Wigdor, 24 A.D.2d 992). The Supreme Court also properly determined that the plaintiff failed to raise any issue of fact with respect to whether the certified public accountant in charge of the books of the corporation determined the book value in accordance with accepted accounting practices as required by the 1959 agreement. As a result, and in accordance with the 1959 agreement, the corporate accountant's determination of book value was final and binding upon the parties, and the defendants were properly granted judgment on their counterclaim. We further find that the 1959 agreement was not unconscionable (see, Rosiny v. Schmidt, 185 A.D.2d 727, 728, citing Matter of State of New York v. Avco Fin. Serv., 50 N.Y.2d 383, 389). Sullivan, J.P., Lawrence, Pizzuto and Friedmann, JJ., concur.