In re the Dissolution of the Titusville Oil Exchange
In re the Dissolution of the Titusville Oil Exchange
Opinion of the Court
Opinion by
. This is an appeal from a decree dissolving a corporation. The petition was in due form and exhibited all the facts necessary to give the court jurisdiction under the Act of April 9, 1856, P. L. 293. But when the case was here before, we said:
The proceedings in the court below were in every respect regular and in conformity to the practice laid down in our former opinion. The question whether the prayer of the petition for the dissolution of the corporation may be granted “ without prejudice to the public -welfare, or the interests of the corporators ” is largely addressed to the sound discretion of the court of common pleas, having jurisdiction of the proceeding, and unless its determination of that question is in manifest disregard of either of these interests, or there is some other ground for interference, we cannot overturn the decree. There is no such abuse of discretion apparent in this case. On the contrary, the findings of fact, which are fully supported by evidence, amply warranted the court in its conclusion that the decree prayed for was authorized. At a meeting of the stockholders duly called for the purpose, twenty-eight stockholders owning three hundred and eleven shares voted for dissolution, and twenty-two stockholders owning thirty-six shares voted against it, and no substantial reason for holding that it would be prejudicial to the public welfare or private interests to grant the prayer of this majority is apparent.
We expressly said in our former opinion, that it was not necessary to lay down any hard and fast rules of procedure at a meeting of stockholders convened for the purpose of expressing their wish upon this question ; the aim of supervision by the court of such elections “ is to secure a free and full expression
It is unnecessary to discuss these matters in detail. The opinion of the court below contains a clear and accurate statement of all the essential facts and all that need be said in support of the conclusions drawn therefrom. It is sufficient for us to say that we find no error in either which would'warrant a reversal of the decree.
Decree affirmed.
Reference
- Full Case Name
- In the Matter of the Dissolution of the Titusville Oil Exchange. Appeal of P. T. Witherop and Geo. A. Chase
- Cited By
- 2 cases
- Status
- Published
- Syllabus
- Corporations — -Proceeding for dissolution — Discretion of court — Appeal. The question whether the prayer of a petition for the dissolution of a corporation may be granted without prejudice to the public welfare or the interests of the corporation is addressed largely to the sound discretion of the court having jurisdiction, and the exercise of that discretion will not be reversed by the appellate court. Corporations — Meetings—Aim and end of supervision by courts. No hard and fast rules govern the proceedings of a corporation convened to pass on the question of dissolution; the court intervenes only when necessary to secure a free and full expression and an accurate record of the will of the stockholders on the subject of the election. These aims being attained the courts will not intervene for mere informalities in the manner of holding the election.