John H. Giles Dyeing MacHine Co. v. Klauder-Weldon Dyeing MacHine Co.
New York Court of Appeals
Appeal from a judgment of the Appellate Division of the Supreme Court in the third judicial department, entered December 5, 1921, affirming a judgment in favor of plaintiff entered upon a decision of the court on trial at Special Term.
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Appeal from a judgment of the Appellate Division of the Supreme Court in the third judicial department, entered December 5, 1921, affirming a judgment in favor of plaintiff entered upon a decision of the court on trial at Special Term. Plaintiff is estopped from asserting that the transfer of assets and liabilities from defendant company to the Pennsylvania company was unlawful,, by its failure to object after notice and before the transfer; by its active assistance in the proceedings by which the transfer was effected; by its acceptance of benefits and enforcement against the Pennsylvania…
1Opinion of the CourtCardozo, J.
This is an action against directors to compel them to pay “ the value of any property, which they have acquired to themselves, or transferred to others, or lost, or wasted,” through, neglect of duty (General Corporation Law, sec. 90; Consol. Laws, chap. 23.)
On August 27, 1918, the plaintiff, John H. Giles Dyeing Machine Company, sold and delivered all its assets to .the defendant Klauder-Weldon Dyeing Machine Company, a New York corporation. Payment was to be made by a series of promissory notes, of which the first was to mature on January 3, 1919, and the last on January 1, 1920. Provision…
2Cases cited7 opinions
- Beatty v. . Guggenheim Exploration Co.New York Court of Appeals · 1919
- Kent v. . Quicksilver Mining Co.New York Court of Appeals · 1879
- Pollitz v. . Wabash R.R. Co.New York Court of Appeals · 1912
- Darcy v. Brooklyn & New York Ferry Co.New York Court of Appeals · 1909
- Title Guarantee Trust Co. v. . Pam.New York Court of Appeals · 1922
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3Cited by18 opinions
- In re the Estate of HaydenNew York Surrogate's Court · 1939
- Whalen v. StrongAppellate Division of the Supreme Court of the State of New York · 1930
- Quinn v. PostDistrict Court, S.D. New York · 1967
- In re the Estate of SidenbergNew York Surrogate's Court · 1933
- John Coleman v. Golkin, Bomback & Co., Inc., a Corporation and Saul GolkinCourt of Appeals for the Second Circuit · 1977
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