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ASTON v. O'CARROLL

UNITED STATES DISTRICT COURT, MIDDLE DISTRICT OF PENNSYLVANIA


June 28, 1946

ASTON et al.
v.
O'CARROLL et al.

The opinion of the court was delivered by: LEAHY

Action against the American Company, a New Jersey corporation, and O'Carroll, an individual defendant, a resident of Massachusetts. The total outstanding stock of American is 560 shares. 278 shares are owned by defendant O'Carroll. There are two other stockholders, each owning one share, who are not named as defendants. Plaintiffs own or are the beneficial owners of the remaining 280 shares. An annual meeting of stockholders was called for April 22, 1946. Only the individual defendant and two other stockholders appeared at the meeting. As stated, their total holdings equal 50% of the stock of American. The by-laws of American provide that no business may be transacted unless the majority of all stockholders are present. The annual meeting was thereupon adjourned for thirty days. Again there was no quorum. The meeting was then adjourned to June 10, 1946. Notices of the adjourned meetings were given by the secretary. At the adjourned June 10, 1946 meeting, inspectors of election were named and a vote was had for the election of directors.

The complaint seeks, in addition to a review of the stockholders' meeting and election of directors, money damages against the individual O'Carroll. Also, a receiver pendente lite is sought for American. There is no charge of insolvency. Plaintiffs applied for a temporary restraining order against the directors from managing the affairs of American. American, in addition to opposing plaintiffs' motion for a temporary restraining order, filed its motion to dismiss the complaint. O'Carroll has not appeared.


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