Martin Foundation, Inc. v. Phillips-Jones Corp.

Meier Steinbrink, Official Referee.

In March of 1952, the derivative stockholders’ action, out of which this proceeding *121grows, was commenced. The action was based on three proposed contracts between the corporate defendant Phillips-J ones Corporation and three of its officers, Seymour J. Phillips, Benjamin Smullyan and Thomas H. G-olden. The contracts were annexed to the complaint as exhibits.

These contracts, it appears, were proposed and approved by the board of directors at a meeting held on February 21, 1952, though, among the defendants, there had been some discussion of them prior to that…