Williston v. Michigan Southern & Northern Indiana Railroad
Massachusetts Supreme Judicial Court
Contract against a foreign corporation. The declaration set forth the agreements contained in several, certificates, issued by the defendants, of guaranteed stock, dated from June 29,1857, tc January 18,1858, respectively, and alleged that the defendants had made net earnings sufficient^ to pay in full the amount of dividends promised therein, but had neglected and refused to pay the same to the plaintiff, though requested.
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Contract against a foreign corporation. The declaration set forth the agreements contained in several, certificates, issued by the defendants, of guaranteed stock, dated from June 29,1857, tc January 18,1858, respectively, and alleged that the defendants had made net earnings sufficient^ to pay in full the amount of dividends promised therein, but had neglected and refused to pay the same to the plaintiff, though requested. The certificates were alike in form, and contained the following language: “ This is to certify, that J. P. Williston is entitled to eighty shares of one hundred dollars…
1Opinion of the CourtFoster, J.
In the opinion of the court, the holder of guaranteed stock, under such a certificate as the one now before us, is not, by the terms thereof, constituted such a creditor of the cor • poration, as to be entitled to maintain an action at law to recover payment of the stipulated dividends. These are declared *404to be payable out of the net earnings. And the stockholder of '■bis class is also entitled to share pro rata with the general stockholders in any excess of net earnings over ten per cent, per annum. After these provisions follows the clause relied upon by the plaintiff: “ The payment of…
2Cases cited1 opinion
- M'Laughlin v. Detroit & Milwaukee Railway Co.Michigan Supreme Court · 1860
3Cited by2 opinions
- Kidd v. Puritana Cereal Food Co.Missouri Court of Appeals · 1909
- Hastings v. International Paper Co.Appellate Division of the Supreme Court of the State of New York · 1919