26 F. Supp. 855 | S.D.N.Y. | 1938
This proceeding is in the nature of a final accounting, and among other things asks for the discharge of the directors and officers of the E. A. C. Liquidating Corporation, from any further liability and responsibility in connection with their acts relating to the affairs of the said corporation.
I am of the opinion that this Court has no jurisdiction as far as this proceeding is concerned, for the reason that the offer of composition which was sent to all of the creditors and which eventually resulted in the composition, contained a voting trust agreement and provided for three voting trustees. The paragraphs of the voting trust agreement which are pertinent, are as follows:
“3. The Voting Trustees shall possess and be entitled to exercise all rights and powers of every name and nature as absolute owners of said shares of capital stock * * *
“4. This Agreement shall remain in full force and effect for a period of ten years from the date hereof or until all of the promissory notes of said Edward A. Crawford issued and delivered to said Liquidating Corporation and all of the promissory notes of said Liquidating Corporation, issued and delivered to the creditors, pursuant to the terms of said offer of composition, have been paid in full with interest * * * ”.
“Upon the expiration of said ten year period, in the event that said notes have not been so paid * * * the Voting Trustees will cause said Liquidating Corporation to be dissolved.”
Accordingly, I am of the opinion that this Court cannot take jurisdiction of this particular proceeding at this time.
I am not passing on the jurisdictional question raised here, that the Federal court has no jurisdiction of a matter of this kind after the order of confirmation has been signed.