Schwab v. E. G. Potter Co.
New York Court of Appeals
Appeal, by permission, from an order of t'lie Appellate Division of the Supreme Court in the first judicial department, entered December 11, 1908, which reversed an interlocutory judgment of Special Term overruling a demurrer to the answer and sustained such demurrer.
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Appeal, by permission, from an order of t'lie Appellate Division of the Supreme Court in the first judicial department, entered December 11, 1908, which reversed an interlocutory judgment of Special Term overruling a demurrer to the answer and sustained such demurrer. The case made by the complaint is substantially as follows: The defendant, “E. G. Potter Company,” is a domestic cor. poration. organized in 1905 for a purpose not disclosed, with a capital stock of $350,000, divided into 3,500 shares of the par value of $100 each. Three thousand shares have been issued and are outstanding, but…
1Opinion of the CourtVann, J.
The main question presented by this appeal is whether the proposed transaction is beyond the powers of the defendant corporation, for it is well established that in the absence of fraud or bad faith courts have nothing to do with the internal management of business corporations, provided they keep within their corporate powers. (Gamble v. Queens County Water Co., 123 N. Y. 91; Flynn v. Brooklyn City R. R. Co., 158 N. Y. 493, 507.) Thus we said in the case last cited : “ Whatever may lawfully be done by the directors or stockholders, acting through majorities prescribed by law, must of…
2Cases cited4 opinions
- Gamble v. Queens County Water Co.New York Court of Appeals · 1890
- Flynn v. . Brooklyn City R.R. Co.New York Court of Appeals · 1899
- Mason v. Pewabic Mining Co.Supreme Court of the United States · 1890
- Schwab v. E. G. Potter Co.Appellate Division of the Supreme Court of the State of New York · 1908
3Cited by34 opinions
- Kavanaugh v. . Kavanaugh Knitting Co.New York Court of Appeals · 1919
- Van Campen v. Olean General HospitalAppellate Division of the Supreme Court of the State of New York · 1924
- Fleming v. A. B. Kirschbaum Co.Court of Appeals for the Third Circuit · 1942
- Shoen v. ShoenCourt of Appeals of Arizona · 1990
- Barrie v. United Railways Co.Missouri Court of Appeals · 1909
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