Lister

pro tem. —This is an appeal from a judgment reforming a written option to purchase corporate stock and decreeing specific performance of the contract as reformed.

Plaintiff and defendant were among the original incorporators and stockholders of United Geophysical Corporation, a California corporation, (hereafter referred to as U.G.C.) and its Venezuelan subsidiary, United Geophysical Company S.A. (hereafter referred to as S.A.). In March 1958 defendant succeeded plaintiff as president of both corporations. At that time, in accordance with the terms of a stockholders’ agreement, plaintiff sold 4,877 shares of his stock in each corporation to other stockholders, including 1,300 shares to defendant. Pursuant to the agreement, the shares were sold at a unit price of $39.36 for one share of each corporation. In August 1961, a dissident group of stockholders posed a challenge to the management group which was headed by defendant. Discussions were had between members of the management group and plaintiff, who still owned stock in both U.G.O. and S.A., respecting plaintiff’s return to active participation in the affairs of the corporations. Negotiations culminated in the granting of…