Appeal, No. 96, March T., 1959, from decree of Court of Common Pleas of Allegheny County, Jan. T., 1956, No. 2844, in case of H. Y. Reifsnyder v. Pittsburgh Outdoor Advertising Company et al. Appeal quashed. Proceedings in stockholders' suit. Before SMART, J. Adjudication filed dismissing complaint, plaintiff's exceptions to adjudication dismissed and decree entered. Plaintiff appealed.
John C. Hanna, with him John A. Metz, Jr., and Metz, Cook, Hanna & Kelly, for appellant.
Elder W. Marshall and Eugene B. Strassburger, with them Reed, Smith, Shaw & McClay, and Strassburger & McKenna, for appellees.
William H. Eckert, with him Roderick G. Norris, and Eckert, Seamans & Cherin, and David M. Gooder, and Lord, Bissell & Brook, of the Illinois Bar, for appellee.
Before Jones, C.j., Bell, Musmanno, Jones, Cohen, Bok and Mcbride, JJ.
OPINION BY MR. JUSTICE BELL
This is an appeal from the final decree of the Court of Common Pleas of Allegheny County dismissing plaintiff's complaint in equity.
Plaintiff is a minority stockholder in the defendant Pittsburgh Outdoor Advertising Company. He owns 130 shares. The individual defendants are officers and/or directors of the corporate defendant. The essential facts are undisputed and may be briefly stated:
Pittsburgh Outdoor Advertising Company had outstanding 15,000 shares of which General Outdoor Advertising Company owned 9,252 shares or approximately 61%. This parent-subsidiary relationship between Pittsburgh and General violated the anti-trust laws and resulted in a consent decree being entered in 1929. In September 1955, the entry of another consent decree became imminent, the terms of which would in all likelihood prevent Pittsburgh from taking advantage of profitable expansion opportunities. Thereafter, negotiations began between Pittsburgh and General relative to the purchase of the Pittsburgh stock held by General. After a survey of Pittsburgh's real estate, its Board of Directors determined that the book value of its stock was $233.16 per share.
Henry Posner (President), representing Pittsburgh, Robbins (President), Bauers (Vice President) and Olson (Treasurer), representing General, met in an attempt to negotiate a sale. General carried its 9,252 shares of Pittsburgh stock on its books at a total value of $1.00. The consent decree of October 21, 1955, required General to dispose of its stock in Pittsburgh at "not less than a fair market value". Olson offered General's stock to Pittsburgh for $2,400,000. Posner said that the whole Company "isn't worth anything over $3,500,000." After some further conversations Robbins,
as President of General, then said "We have an obligation to our stockholders, to our directors, and there is one fixed figure from which I cannot get away and that figure is $2,150,000 [$232.38 a share]. You either pay that figure or we can't do business." ...