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NEEL v. ALLEGHENY COUNTY MEMORIAL PARK. (01/17/58)

January 17, 1958

NEEL, APPELLANT,
v.
ALLEGHENY COUNTY MEMORIAL PARK.



Appeals, Nos. 167, 207 and 208, March T., 1957, from decree of Court of Common Pleas of Allegheny County, April T., 1957, No. 219, in Equity, in case of Harry C. Neel et al. v. Allegheny County Memorial Park et al. Decree affirmed.

COUNSEL

Robert W. McWhinney, with him Goehring, McWhinney & Grubbs, for appellants.

Owen B. McManus, Jr., with him H. Carl Brandt and Brandt, Riester, Brandt & Malone, for appellees.

Before Jones, C.j., Bell, Chidsey, Arnold, Jones and Cohen, JJ.

Author: Cohen

[ 391 Pa. Page 355]

OPINION BY MR. JUSTICE COHEN

The appellants are the owners and officers of the Jefferson Memorial Park, a Pennsylvania corporation operating a cemetery in Allegheny County. On January 11, 1957, they filed a complaint in equity seeking an injunction to restrain the transfer of stock owned by the individual defendants in the defendant Allegheny

[ 391 Pa. Page 356]

County Memorial Park, also an incorporated cemetery. The complaint alleged a valid contract for the purchase of this stock and a threatened tortious interference therewith by unknown third parties. The Court of Common Pleas of Allegheny County issued a preliminary injunction enjoining the individual defendants from transferring their stock and ordering the postponement of a proposed meeting of the defendant corporation's stockholders until after a hearing upon the injunction. Thereupon Stoecklein and Curley petitioned to intervene as party defendants alleging that they were already the purchasers and rightful owners of the disputed Allegheny stock. Their petition was granted by the court below, and a lengthy hearing was conducted on the preliminary injunction. At this hearing it appeared that the intervenors had already acquired the stock of Allegheny held by the individual defendants and also certain other shares. Appellants then were granted leave to amend their complaint so as to charge the intervenors with maliciously inducing the individual defendants to breach their contract with the appellants, and to request that the intervenors be declared trustees ex maleficio of the Allegheny stock they acquired. The intervenors and the individual defendants moved for the dissolution of the preliminary injunction and filed preliminary objections to the amended complaint alleging inter alia that it failed to state a cause of action.

From the appellants' pleadings, the documents attached thereto and the evidence adduced in support thereof, the appellants' contentions appear as follows:

The individual defendants elected to receive sealed, competitive bids for the purchase of their stock holdings in Allegheny and to accept for themselves, and to recommend in good faith that the other shareholders also accept, the best bid received under the established conditions

[ 391 Pa. Page 357]

    of the bidding. The appellants submitted a bid of $312.55 per share conditioned on the offering to them of at least 90% of the corporate stock and on the non-declaration or payment of dividends prior to the completion of their purchase. The intervenors submitted an unconditional bid of $300 per share. The individual defendants unanimously agreed to recommend to the other shareholders of Allegheny at a stockholders' meeting called for January 14, 1957, that the appellants' bid be accepted. When the intervenors were informed that their bid was not to be recommended to the shareholders for ...


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