In addition, KDS and KPS were designed to execute contracts for Koger's products, thereby shielding Koger from liability, but had no independent function, employees or office space. In his testimony, Robert agreed that KDS and KPS were created for estate planning and liability purposes but testified that the two companies were also formed to develop software. Stein argued the cause for appellant and cross-respondent (Pashman Stein, attorneys; Mr. Defendants filed a counterclaim asserting several causes of action. We disagree with the Appellate Division's conclusion that George and Ras presented uncontradicted evidence of a condition on George's gifts to his sons. Instead, we conclude Robert's interests in KDS and KPS clearly had value, which was not quantified by the factfinder.
The panel held that George's gift of Koger stock to Robert was conditioned on Robert's continued employment in the family business and that Robert's transfer of his stock in KDS and KPS was void for lack of consideration. Neither George nor Ras identified a specific conversation in which George articulated an intent to impose a condition on his gift of stock to each son; they provided nothing more than conclusory statements that such a condition was imposed. Accordingly, we reverse the Appellate Division's determination on the issue of George's gift to Robert of 1.5 percent of Koger stock. 14A:12–7(1), and the Appellate Division's affirmance of that ruling, our holding does not compel the dissolution of Koger or a buyout of Robert's interest in the company. The trial court's legal determinations, in contrast, are reviewed de novo. We therefore reinstate Robert's claim seeking an accounting of the revenues, distributions, assets and liabilities (Count One), his claims requesting appointment of a provisional director or special fiscal agent to protect his interests (Counts Two and Three), his claim requesting injunctive relief (Count Four), his claims requesting dissolution or the forced sale of his interests, pursuant to N. After several years working in the programming field, George decided to start his own business. If the gift is “absolute and made voluntarily with a full understanding of its effect[, it] cannot be revoked by the donor, either by his act alone or with the aid of a judicial tribunal.” Hill v. The family members' shared anticipation that their business would remain intact is not tantamount to the imposition of a condition on the gifts at issue, given the parties' failure to discuss or document such a condition. On December 15, 1994, George and an associate with business expertise, Paul Piringer (Piringer), merged two preexisting entities into Koger, a New Jersey “S” corporation. We therefore disagree with the Appellate Division's conclusions that defendants presented uncontradicted evidence that George's gift was subject to a condition of continued employment, and that defendants' evidence must therefore be accepted. We affirm and modify the panel's decision regarding Robert's transfer of KDS and KPS stock. 14A:12–7, as an oppressed minority shareholder (Counts Five and Six), and his claim seeking compensatory and punitive damages for breaches of fiduciary duty by George and Ras (Count Seven), insofar as those claims relate to KDS and KPS. This statement contradicts George's and Ras' contentions that the donor and recipients understood that the gift of Koger stock would be revoked in the event of such a departure. They dispute whether the stock transfers are nonetheless void for lack of consideration. We hold that, in accordance with their terms, the KDS and KPS stock transfers required consideration, and that no consideration was given to Robert in exchange for his surrender of the stock. We remand to the trial court for consideration of those claims and a determination of the appropriate remedy. George, an experienced computer programmer, emigrated from Slovakia to the United States in 1990. Div.1946) (gift of vehicle was conditional because donor intended a bailment, not an unconditional transfer of ownership). Robert's observation—that it was always assumed, especially by George, that he, George and Ras would continue to work together—does not define the terms of the gift. The trial court's findings with respect to this issue—that the transfers were made voluntarily and knowingly, that KDS and KPS were created for estate planning purposes and avoidance of liability, that the entities had no value as distinct entities and that Robert received no consideration in return—are entitled to substantial deference.
Dating 50 Køge
Sandars, III, argued the cause for respondents and cross-appellants (Lum, Drasco & Positan, attorneys; Mr. Robert then left his employment with the company that George had founded, Koger, Inc. At a board meeting of Koger later that year, George initiated a recall of 1.5 percent of Koger stock that he had given Robert in 2000. It focused upon the donor's expression of intent and the circumstances of his gift, and found no credible evidence that George imposed a condition upon his gift. For 2006, indisputably the year of the KDS transaction and the year in which the trial court found that the KPS transaction probably took place, both companies had substantial revenue. That expert opinion was unrebutted by defendants, who instructed their valuation expert not to separately calculate the value of the two companies. In 2006, in the wake of a family conflict over a woman with whom he was involved, plaintiff Robert Sipko (Robert) became estranged from his father George Sipko (George) and his twin brother Rastislav Sipko (Ras). The trial court properly applied these principles to the evidence. We concur with the Appellate Division's determination that this finding was not supported by the evidence. At trial, Robert offered the testimony of a valuation expert who valued KDS at $1,547,278 and KPS at $34,973,236, as of the date of commencement of the present litigation. Piringer's role in Koger ended in late 1999 or early 2000, when George bought out his interest in Koger. George involved his sons in Koger's operations almost from the company's inception. Div.1990) (gift of engagement ring became final and irrevocable upon marriage); Aronow v. According to Robert, during this heated encounter with his father, George threatened to “drive [Robert's] head through the kitchen table” unless Robert signed certain documents presented to him by George.
George and Ras deny Robert's account of the meeting and contend that any document signed by Robert was executed voluntarily.
This case arises from a bitter dispute that divided a family and its successful software development business. We first consider the trial court's finding that KDS and KPS lacked value.
This appeal arises from two determinations made by the trial court following a bench trial: its ruling that George's gift of 1.5 percent of the stock in Koger was unconditional and therefore irrevocable, and its ruling that Robert's transfer of his stock in KDS and KPS was voluntary and legally binding. George's gift was not documented in any writing; indeed, it is uncertain exactly when the gift was made. Next, we review an issue that was not reached by the trial court, the existence of consideration for Robert's transfer of his interests in KDS and KPS.
Although it is uncertain how many documents were signed by Robert, the record contains two documents bearing his signature, one purporting to transfer Robert's interest in KDS, and the other purporting to transfer his interest in KPS.
The first of the two documents, bearing the date “02/03/2006,” provides: For Value Received, _ hereby sell, assign and transfer unto ․ Koger Distributed Solutions, Inc.