Appeal, No. 229, Jan. T., 1956, from decree of Court of Common Pleas No. 5 of Philadelphia County, March T., 1955, No. 5409, in case of Alice Hanson Maguire, administratrix of estate of Lawrence Houston Maguire, deceased v. Arthur Osborne et al. Decree affirmed.
Dunstan McNichol, for appellant.
Floyd W. Tompkins, with him James A. Peace and Tompkins & McNally, for appellees.
Before Stern, C.j., Jones, Bell, Chidsey, Musmanno and Arnold, JJ.
We have examined the record and find no fraud or overreaching. Cf. Carr v. Carr O'Brien Co., 386 Pa. 196, 125 A.2d 607: Jones v. Costlow, 349 Pa. 136, 36 A.2d 460. Furthermore, we agree with the lower Court that there is no merit in plaintiff's claim. The Decree is affirmed, at appellant's costs, on the following excerpts from Judge REIMEL'S opinion:
"This case comes before the Court on plaintiff's exceptions to an adjudication of ALESSANDRONI, P.J. dismissing her complaint in equity. In the complaint she alleged that defendants were issuing additional common stock of defendant corporation at a grossly inadequate price. She asked the Chancellor to enjoin such issuance, or the transfer of stock so issued.
"Defendant corporation had an authorized and issued capital of $2,000 composed of 40 shares with a par value of $50.00 per share. Plaintiff owned twelve shares constituting a 30% interest. Twenty-one shares, constituting a controlling interest, were held in escrow for defendants Hofmann under an agreement between them and defendant Osborne by which the Hofmanns were to get the stock outright in July, 1957. In the meantime, Osborne retained voting and dividend rights. Seven shares were owned outright by Osborne. Defendants Hofmann and Osborne and Plaintiff were directors of the corporation.
"On May 24, 1954, at a stockholders' meeting, articles of the corporation were amended to increase the authorized capital from $2,000 to $100,000 consisting of 2,000 shares of common stock of the par value of $50 per share. Plaintiff was present and voted against the amendment.
"At a meeting of the Board of Directors on April 12, 1955, a resolution providing for the issuance of 200
new shares at $50 per share was passed. Plaintiff was given the right to buy 60 shares, or 30% of the new issue. Defendant Osborne had the right to buy the rest. ...