return for issue to them of shares in company B.
shareholders in company B, that plaintiffs would not sell 60% of newly issued
shares for one year, and defendants would purchase at end of period at certain
them from fall in value of shares, they would be deprived of any increase in
unless defendants in substitution for subsidiary agreement agreed to indemnify them against any reduction in value of shares below certain
price during deferment period.
expressed to be plaintiffs agreement to sell shares in company A. Shares later
fell in value and defendants claimed indemnity.
for indemnity agreement was past consideration.
could be valid consideration where:
understood that act was to be remunerated, either by payment or other benefit.
would have been legally enforceable had it been promised in advance.
perform contractual obligation for benefit of a third party was good consideration.