Barnett v. Philadelphia Market Co.

218 Pa. 649 | Pa. | 1907

Opinion et

Mr. Justice Brown,

The prayers of this bill are in the alternative. The complainants ask that the consolidation or merger of the Philadelphia Market Company with the Quaker City Cold Storage and Warehouse Company and the resulting incorporation of the two as the Pennsylvania Cold Storage and Market Company, be declared illegal and void, or that they be paid, by the defendants, or either of them, the full market value of their stock held and owned by them in the Philadephia Market Company. The first prayer was not granted, but a decree was made for the relief asked for in the second. A referee was appointed to ascertain the market value of the stock. He reported it to be $50.00 per share, which is its par value. The consolidation of the companies has not been interfered with, and the only questions to be determined on this appeal are whether errors were committed in the decree directing that the defendants, or either of them, pay to the complainants the full market value of their stock and in confirming the report of the referee fixing it at $50.00 per share. By section 5 of the Act of May 29, 1901, P. L. 319, a remedy is given to a stockholder of a corporation becoming a party to an agreement of merger or consolidation for the ascertainment of the damages he may sustain by the merger or consolidation and for the collection of the same, and one of the contentions of the appellants is that the appellees were bound to pursue the remedy provided by that section and were entitled to no other relief. The court below refused to concur in this, but gave no reason for its refusal to do so.

The remedy provided by the act of 1901 can be invoked only by those who are entitled to it, and they are stockholders who are not only dissatisfied with or object to a consolidation, but who, at a stockholders’ meeting, “ voted against the same.” These appellees were not present at the stockholders’ meeting either in person or by proxy, and, not having voted against the consolidation, the court below may have been of opinion that they were not within the terms of the 5th section of the act of 1901. There is no provision in that section for a stockholder who is simply dissatisfied with a proposed consolidation, as there is in the Act of March 21, 1865, P. L. 19, authorizing the consolidation of railroad companies. ^ But, even if the appellees might have pursued the remedy provided by the 5th section of the act of 1901, they were not bound to do so. No new right is conferred upon stockholders by the act of 1901, and no one theretofore enjoyed by them has been impaired by it. It authorizes consolidation, but does not take away the right of a stockholder to refuse to surrender his stock for that in a new corporation or to take anything less for it than its actual value, if his company is to be practically dissolved. This is all the decree secures to the appellees, and to it they were entitled : Lauman v. Lebanon Valley R. R. Co., 30 Pa. 42. Á dissatisfied stockholder voting against consolidation effected under the act of 1901 “ may ” have his damages and the value of his stock ascertained and payment of the same secured in the mode pointed out in that act, but this remedy is not his only one. He may adopt it if he prefers it to that which these appellees adopted; but he is not required to do so. The protection given the stockholder in Lauman v. Lebanon Valley R. R. Co. is still to be found in chancery, assuring him actual payment for his stock, if he is compelled to part with it, instead of a judgment against the corporation for the value of it, to be collected “ as other judgments are by law recoverable.”

We have not been persuaded that any error was committed by the referee in fixing the par value of the stock -a$ its market value, and his 'report, confirmed by the court below, will not be disturbed. The value was ascertained in accordance with our own cases and the authorities generally directing how the value of stock of this kind, not listed and having no quoted price, shall be determined.

Appeal dismissed and decree affirmed at appellants’ costs.