Gettler v. Cities Service Co‪.‬

1 On June 17, 1982, Cities Service Company and Gulf Oil Corporation entered into a Stock Purchase Agreement and Merger Agreement in an effort to thwart a hostile takeover of Cities Service by Mesa Petroleum Company. The agreement provided that Gulf would purchase Cities Service common stock at a cash price of $63.00 per share. For reasons not pertinent to this appeal, Gulf terminated the Offer to Purchase and repudiated the Merger Agreement on August 6, 1982. Three days later, Cities Service and two individual stockholders brought an action against Gulf in Tulsa County District Court for breach of contract, fraud, specific performance, and for declaratory judgment, seeking damages of approximately $3 Billion.