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MOORE v. KEYSTONE MACARONI MANUFACTURING COMPANY (03/24/52)

March 24, 1952

MOORE
v.
KEYSTONE MACARONI MANUFACTURING COMPANY, APPELLANT



Appeals, Nos. 46, 47 and 48, Jan. T., 1952, from decree of Court of Common Pleas of Lebanon County, 1950, Equity Docket, No. 2, in case of Caroline Moore v. Keystone Macaroni Mannufacturing Company et al. Decree affirmed.

COUNSEL

Thomas B. K. Ringe, with him Clarke McA. Seltzer, Eugene D. Siegrist and Morgan, Lewis & Bockius, for appellants.

H. Rank Bickel, Jr., with him Bickel & Ehrgood, for appellee.

Before Drew, C.j., Stern, Stearne, Bell, Chidsey and Musmanno, JJ.

Author: Bell

[ 370 Pa. Page 173]

OPINION BY MR. JUSTICE BELL

This case revolves around the questioned right of the defendant corporation to pay to Mrs. Guerrisi, widow of the corporation's founder and long-time president, the sum of $2,083.33 per month for such time as the corporation deemed wise.

Plaintiff, the owner of 140 shares of the common stock of the Keystone Macaroni Manufacturing Company, a Pennsylvania corporation, filed a bill in equity praying for an injunction and other equitable relief, against the corporation, its five directors, and Mrs. Guerrisi. Mr. Guerrisi organized the defendant corporation in 1921, with a capital stock of 4,800 shares of common and 90 shares of preferred stock. Mr. Guerrisi owned a majority of the stock although his exact holdings were not disclosed.

The court, after hearing, held that the action of the corporation was ultra vires and illegal, and directed Mrs. Guerrisi to repay to the corporation the sum of

[ 370 Pa. Page 174]

$23,958.32 which she received pursuant to a resolution of the board of directors; ordered the directors to pay to the corporation any balance which Mrs. Guerrisi failed to pay; and enjoined the corporation from paying any additional sums of money to Mrs. Guerrisi. From the court's decree this appeal was taken.

Mr. Guerrisi died March 23, 1949. For some undisclosed time prior to his death he received a salary of $25,000. a year as president, and an annual bonus of $5,000. Mr. Guerrisi was the only president the corporation ever had and at his death, in order to avoid friction and to preserve harmony, the office of president was allowed to remain vacant. The corporation had five directors, three of whom were officers thereof, one of whom was the secretary of the Peoples National Bank of ...


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