Murrin v. . Archbald Consolidated Coal Company
Cases that cite this one
10 later published cases cite this decision.
- Crump v. Bronson (Va. 1937)
- Jennings v. First National Bank of Williamson (W. Va. 1935)
- In re Fulton (New York Supreme Court 1927)
- Gibson v. Manuel (Miss. 1988)
- Schwartz v. Romnes (District Court, S.D. New York 1973)
- Cross Properties, Inc. v. Brook Realty Co. (Appellate Division of the Supreme Court of New York 1971)
- Blankman v. Nino's Continental, Inc. (New York Supreme Court 1960)
- York Properties, Inc. v. Neidoff (New York Supreme Court 1957)
- Babcock v. Babcock (New York Supreme Court 1933)
- Archbald Coal Co. v. Murrin (Pa. 1925)
This list shows which later cases cite this one. It does not say how they treated it, and no review of that has been done. Not a substitute for Shepard’s or KeyCite — verify before relying.
Opinion of the Court
The order of the Appellate Division should be affirmed, with costs, and the questions certified answered in the affirmative.
Neither in the complaint nor in the affidavits on the motion for a temporary injunction are we given any information as to the laws of the state of Delaware with regard to the sale of all the assets of one corporation to another. We must assume that these laws are similar to the general rules prevailing in this state, excluding from consideration any peculiar statutory provisions. If the act of the corporation was ultra vires, it was a breach of the implied contract between it and its stockholders which they might resist. In the absence of a statute permitting it, no corporation, against the protest of a stockholder, may transfer all its property and assets to another corporation, to the end that the latter may take its place and carry on its business. This is a practical dissolution of the first corporation. (People v. Ballard, 134 N. Y. 269.) At least this may not be done unless *544 the corporation is insolvent and the sale is effected to save its stockholders from further loss.
Although the plaintiff was not a stockholder at the time of the sale, he had such an interest in the stock to the knowledge of every one, that when .he later acquired the pledged stock, he might under the peculiar circumstances of this case equally resist. He, in reality, was the one injured. By a conspiracy he was deprived of the control of the corporation, which control formed part of the value of the pledge. The action was taken, not to benefit the corporation but to injure the plaintiff and to deprive him of what he was entitled to acquire when the pledge was sold. The consent of Newton did not estop him. At the time it was given there was no privity between them.
His cock, Ch. J., Hogan, Cakdozo, Pound, McLaughlin, Crane and Andrews, JJ., concur.
Order affirmed.
Case-law data current through December 31, 2025. Source: CourtListener bulk data.