Cohn v. Mishkoff Costello Co.
Cases that cite this one
35 later published cases cite this decision. The 25 that cite it most often are listed here.
- Ezrasons, Inc. v. Rudd (N.Y. 2025)
- Rogers v. Guaranty Trust Co. (Supreme Court of the United States 1933)
- Lakeman Realty Corp. v. Sunny Isles Ocean Beach Co. (New York Supreme Court 1957)
- Williams v. Green Bay & Western Railroad (Supreme Court of the United States 1946)
- PHP Liquidating, LLC v. Robbins (In re PHP Healthcare Corp.) (3d Cir. 2005)
- Comer v. Titan Tool, Inc. (District Court, S.D. New York 1995)
- Comer v. Titan Tool, Inc. (District Court, S.D. New York 1995)
- In re Dohring (New York Supreme Court 1989)
- Prescott v. Plant Industries, Inc. (District Court, S.D. New York 1980)
- Weiss v. Routh (2d Cir. 1945)
- Williams v. Green Bay & Western R. (2d Cir. 1945)
- Williams v. Green Bay & W. R. (District Court, S.D. New York 1944)
- Nothiger v. Corroon & Reynolds Corp. (New York Supreme Court 1943)
- Strassburger v. Singer Manufacturing Co. (Appellate Division of the Supreme Court of New York 1942)
- Ellis v. Mutual Life Ins. Co. of New York (Ala. 1939)
- Boyer v. Travelers' Protective Ass'n of America (3d Cir. 1934)
- Rogers v. Guaranty Trust Co. of New York (District Court, S.D. New York 1932)
- Broida v. Bancroft (Appellate Division of the Supreme Court of New York 1984)
- Lewis v. Dicker (New York Supreme Court 1982)
- Ackert v. Ausman (New York Supreme Court 1961)
- Wagner v. Braunsberg (Appellate Division of the Supreme Court of New York 1958)
- Mook v. Berger (Appellate Division of the Supreme Court of New York 1958)
- November v. National Exhibition Co. (New York Supreme Court 1958)
- Gilbert v. Burnside (New York Supreme Court 1958)
- Novich v. Rojtman (New York Supreme Court 1957)
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 action is brought by a stockholder against the defendant, a foreign corporation organized under the laws of the State of Indiana, demanding judgment that defendant either redeem shares of its stock at par value with accumulated interest or in the alternative declare a dividend out of its surplus.
The courts of this State will not take jurisdiction, in ordinary cases, to regulate the internal affairs of a corporation which ought to be managed under the laws and by the direction of the courts of the State or country where it is organized. (Travis v. Knox Terpezone Co., 215 N. Y. 259, 264.) While it is not always easy to say when jurisdiction will be taken and when declined, and while contracts between a foreign corporation and its members will usually be enforced in the courts of this State, it seems clear that the jurisdiction now invoked must be declined under the principle stated. Considerations of convenience, of efficiency and of justice point to the courts of Indiana as the appropriate tribunals to regulate the internal affairs of the defendant corporation by determining:
(a) Whether the defendant corporation is under a duty to change its corporate structure by the redemption of its stock in all events in ten years after date at par value and accumulated interest. (Topken, Loring & Schwartz, Inc., v. Schwartz, 249 N. Y. 206.)
(b) Whether the directors of defendant, after demand, have in bad faith refused to declare dividends.
The orders should be reversed and the motion to dismiss the complaint granted, with costs in all courts and ten dollars costs of motion, and the questions certified answered in the negative.
Cardozo, Ch. J., Pound, Crane, Lehman, Kellogg, O’Brien and Hubbs, JJ., concur.
Orders reversed, etc.
Case-law data current through December 31, 2025. Source: CourtListener bulk data.