Appeal, No. 78, Jan. T., 1954, from order of Court of Common Pleas No. 5 of Philadelphia County, Dec. T., 1949, No. 1106, in case of William W. Dickinson v. Fire Association of Philadelphia. Order affirmed. Proceeding upon petition of dissenting shareholder for appraisal of shares of stock upon merger of corporations. Order entered appointing appraisers and defining scope of inquiry; plaintiff's exceptions to report of appraisers dismissed and final order entered, opinion by SMITH, P.J. Plaintiff appealed.
David Berger, with him Harry J. Alker, Jr. and Edwin Hall, 2nd, for appellant.
Frederick H. Spotts, with him Francis E. Shields and Pepper, Bodine, Stokes & Hamilton, for appellee.
Before Stern, C.j., Stearne, Jones, Bell, Chidsey, Musmanno and Arnold, JJ.
OPINION BY MR. JUSTICE CHIDSEY
On November 17, 1949 the shareholders of the defendant, Fire Association of Philadelphia, a Pennsylvania corporation, by a vote of 191,704 to 803 approved an agreement of merger between the defendant company and its three affiliates, Reliance Insurance Company of Philadelphia, Lumberman's Insurance Company and Philadelphia National Insurance Company. The appellant, William W. Dickinson, and twelve other shareholders personally attended the meeting, expressed their dissatisfaction with the merger and voted against it. Within thirty days from the time of the agreement and after due notice had been given to the defendant, the appellant and the other dissenting shareholders filed a petition with the court of common pleas to have their stock appraised, pursuant to the provisions of Sec. 336 of the Act of May
, 1921, P.L. 682, 40 PS § 459. An answer was filed to the petition by the defendant wherein it contended (1) that inadequate notice was given by the petitioners and (2) that there was no necessity for the appointment of appraisers because the defendant stood ready and willing to pay the petitioners the full market value of their stock, determined by transactions on the New York Curb Exchange and on the over-the-counter market, as of the date of the adoption of the agreement.
After depositions and argument, the court below upheld the sufficiency of the notice and entered an order appointing three disinterested persons to estimate and appraise the damages, if any, caused by the merger and to appraise the shares of stock owned by the petitioners. Prior to an appraisal the petitioners appealed to this Court and we quashed some of the appeals without prejudice on the ground that they were premature and continued others.
The case was thereupon referred to the appraisers who held a number of hearings and filed their report in which they found that the petitioners had suffered no damages as a result of the merger and fixed the full market value of the stock at $78 a share as of the date of the consummation of the merger. Both sides filed exceptions to the report of the appraisers. The court below dismissed the exceptions and confirmed the report. From that order only one of the original thirteen petitioners, William W. Dickinson, has taken the present appeal.
The rights of the parties must turn upon the interpretation of the phrase "full market value" as it appears in Sec. 336 of the Insurance Company Law of 1921. The pertinent portion of this section of the enactment provides as follows: "If any ...