202 F. 126 | 2d Cir. | 1913
This is a petition to revise an order of the District Court affirming an order of the referee directing and confirming a sale of the bankrupt’s assets.
January 15, 1912, the Nevada-Utah Mines & Smelters Corporation, organized under the laws of the state of Maine with 1,498,500 shares outstanding, of the par value of $10 each, was adjudicated
“Upon, the annexed petition of Henry Melville, trustee herein, verified the 28th day of May, 1912, and upon motion of Rosenberg & Levis, attorneys for the trustee, it is ordered that a hearing be held before Peter B. Olney, referee in bankruptcy herein, in the above-entitled matter, at his office, <38 William street, borough of Manhattan, New York City, on the 10th day of June, 1912, at three o’clock in the afternoon, to consider and act upon and make such orders in reference to any and all of the matters referred to in the annexed petition as may be deemed just and proper; and it is further ordered that at such meeting any and all bids for any and all of the assets may be considered and acted upon, and said referee may make such order as may by him be deemed proper, including any order for the sale or other disposition of any or all of the assets of this estate, in whole or in part, for cash or on credit, or otherwise as may then be deemed advisable.
“Due, timely, and complete notice of the said meeting shall be given in the following manner: By advertising the said meeting by notice, which notice shall be printed in the New York Times, once on or before May 31st and once on June 10th, and by like advertisement in the Daily Trade Record, and which said notice shall be in language as follows:
“ ‘United States District Court, for the Southern District of New York. In the Matter of the Nevada-Utah Mines & Smelters Corporation, Bankrupt. To the Creditors, Stockholders and Other Parties in Interest: Notice is hereby given that a meeting of creditors and other parties in interest will be held at the office of the Hon. Peter B. Olney, referee in bankruptcy herein, at his office, 68 William street, borough of Manhattan, New York City, on the 10th day of June, 1912, at three o’clock in the afternoon, to consider any and all such matters in reference to the administration of this estate as are referred to in a petition of the undersigned, verified May 28,. 1912, and filed with the clerk of the United States District Court for the Southern District of New York, to consider any or all matters in reference to the administration of the assets of this estate or the sale of any portion thereof. At said meeting any and all offers for the sale of any or all of the assets of this estate, for cash or on credit, may be made, and such offers will then and there be submitted to creditors and other parties in interest, and such orders for the sale of any or all of such assets as may be deemed proper will bq applied for, and such orders for any other disposition of any or all of the assets of this estate as may be deemed advisable will further be applied for. Such orders as to compromise or litigation with disputed claims, if any, will be asked for as may be deemed proper. The undersigned will request the creditors and other parties in interest to furnish funds to the undersigned fof the protection and conservation of the assets of this estate and to redeem various properties pledged by the bankrupt corporation^
“ ‘Henry Melville, Trustee in Bankruptcy.
“ ‘4.5 Cedar Street, New York City.
“ ‘Rosenberg & Levis, Attorneys for Trustee,
“ ‘170 Broadway, New York City.’
“A copy of the foregoing notice shall also be mailed to all of the creditors of this estate to their addresses as the same appear in the schedules in*128 bankruptcy or in tbeir proofs of claim, if filed. And it is further ordered that if the said Peter B. Olney, Esq., is unable to preside at said hearing on June 10th, herein ordered, that the said hearing may be before such other referee as may then be ordered by this court.”
May 31st the company’s property was appraised at $455,180.34. June 10th the meeting was held, and various stockholders and creditors were represented by counsel. The referee called upon those present to furnish funds to protect the stock pledged to secure a loan of $25,000 which was advertised to be sold on June 12th, and none was forthcoming. Thereupon he called for any bids for the company’s assets, and a bid in writing was submitted, offering to purchase certain specified assets for $100,000 and certain other specified assets for $2,000; the two bids together covering all of the assets. The creditors present unanimously voted to accept the offer, and no stockholder objected. Thereupon the trustee accepted it. June 11th the referee entered a'n order confirming the sale, although the amount bid was not equal to 75 per cent, of the appraised value of the property sold. July 18th the District Court confirmed the order of the referee, and it is this order which the petitioner asks to be now revised.
McManus, the petitioner, is the holder of 2,500 shares, of a par value of $25,000, out of the shares outstanding, aggregating a par value of $14,985,500. He was represented by counsel at the meeting of June 10th when this sale was made, and offered no objection; but at the meeting of the 11th he did- object to the confirmation of the sale on various grounds, which the referee overruled. His counsel now contends that no sale at all was authorized by the order of May 29th, that the sale made was a private one, without proper notice to the stockholders, creditors, or prospective bidders, that only a public sale should have been made, and that no opportunity was given to the parties in interest to object to confirmation.
In this case the petition of the trustee made after six months had been spent without accomplishing anything did show good cause for private sale. We think the order of May 29th authorized a private sale and that the sale might be made at the meeting set for June 10th. The public notice to be given was prescribed in the order, and was not only conformed to, but in point of fact largely exceeded. The 10 days’ statutory notice of sale under section 58 (4) was also given to creditors. The circumstances of the case are, as the District Judge has pointed out, very exceptional, and the interest of the petitioner very small. We think the sale made was authorized, and was made in conformity with law. The question was fully discussed, and we have fully considered it, notwithstanding the fact that no petition to revise the order of May 29th was ever filed.
The order is affirmed.