Globe Slicing MacHine Co., Inc., and Lewis Novoting v. Rolf K. Hasner, and Astrid Sivertsen

LUMBARD, Chief Judge.

The question for decision in this diversity case is whether under the laws of New York the by-laws of Globe Slicing Machine Company prohibiting the “sale or disposition” of shares of its capital stock without first giving the corporation or its other stockholders an opportunity to purchase are applicable to transfers consequent on the death of a stockholder and effected pursuant to the stockholder’s will.

Judge Murphy, in dismissing plaintiffs-appellants’ complaint, held that the bylaw in question did not have the effect of restricting a testamentary disposition of the…