Topkis, Ex'r. v. Dela. Hardware Co.

The Chancellor:

The defendant, Delaware Hardware Company, will be referred to herein as the Company. It is a corporation of this State. Before the individual defendants became interested in it, it was controlled by one David Roth. In October of 1922 the individual defendants contemplated the acquisition of all the stock of the Company from Roth. The only stock then outstanding was common stock. Later in 1924 the preferred stock which is now sought to be cancelled was authorized by an amendment to the Company’s certificate of incorporation and was issued to the individual defendants.…