Smith v. Franklin Park Land & Improvement Co.
Massachusetts Supreme Judicial Court
Bill in equity, filed March 14,1896, to compel the defendant corporation to issue certificates on certain shares of new capital stock held by the plaintiff.
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Bill in equity, filed March 14,1896, to compel the defendant corporation to issue certificates on certain shares of new capital stock held by the plaintiff. The bill alleged that on March 30, 1889, at a meeting of the directors of the defendant corporation, pursuant to authority given to them by the stockholders, it was voted that the capital stock of the corporation be increased from one hundred thousand to five hundred thousand dollars by the issue of sixteen thousand additional shares of a par value of twenty-five dollars each, and that all shares not taken by the stockholders in…
1Opinion of the CourtMorton, J.
Assuming that the receipts were given on behalf of the corporation, and that the money was received by Merrill for it, we come to the question whether the corporation had power to authorize the president to sell and issue shares in such manner as he saw fit, and whether private sales by him, which the sales in this case were, were valid sales, and such as this court will enforce. It is to be observed that it is nowhere alleged in the bill that the capital stock was increased by the stockholders. From the vote of the directors, it would appear as though- they increased it pursuant to authority…
2Cases cited3 opinions
- Rutland & Burlington Railroad v. ThrallSupreme Court of Vermont · 1863
- Crosby v. Inhabitants of DracutMassachusetts Supreme Judicial Court · 1872
- Mason v. MillsMassachusetts Supreme Judicial Court · 1882