On May 29, 2025, the First Department issued a decision in Martin v. William & Cindy Abrams Family Trust, 2025 NY Slip Op. 03253, holding that an agreement did not provide for the forfeiture of an ownership interest in a corporation because it did not clearly provide for it, explaining:
Supreme Court properly found that plaintiff is not required to forfeit her 25% of the closely held corporation upon her retirement, based on the plain language of the 2016 agreement between the parties, and, in particular, the provision governing plaintiff’s employment. That provision does not provide for forfeiture of shares in the event of retirement, although the 2016 agreement contains express share buyback provisions in the event of death or disability elsewhere in the agreement. Defendants’ interpretation of the provision at issue would have effected a forfeiture against plaintiff. To constitute a forfeiture, the provision would have had to contain clearly expressed language of forfeiture, but it did not.
(Internal quotations and citations omitted).