Union Discount Co. v. MacRobert

This is an action brought by a corporation against five former directors and officers. Two of the defendants defaulted, two made settlements, and only the defendant MacRobert resisted at the trial. The first cause of action is for an accounting under section 91-a of the General Corporation Law,* and the second is to fasten liability on the defendants for the declaration and payment of dividends out of capital, in violation of section 58 of the Stock Corporation Law of 1923. The plaintiff was organized in 1922 as a New York corporation. The five defendants were its officers and directors,…