In re the Dissolution of the Titusville Oil Exchange

8 Pa. Super. 304 | Pa. Super. Ct. | 1898

Opinion by

Rice, P. J.,

. This is an appeal from a decree dissolving a corporation. The petition was in due form and exhibited all the facts necessary to give the court jurisdiction under the Act of April 9, 1856, P. L. 293. But when the case was here before, we said: “ Members of tbe corporation have, however, a clear right to show that the facts are otherwise than as set forth in the petition, and that, from irregularity, fraud or other cause, the election, as returned, failed to exhibit the purpose of a majority of the stockholders. This right is to be exercised by becoming parties to the proceeding and laying before the court the grounds of objection: ” Titusville Oil Exchange’s Dissolution, 2 Pa. Superior Ct. 508. Accordingly the case was sent back for a hearing. An answer was filed by certain members attacking the regularity and validity of the stockholders’ election, and alleging that the corporation could not be dissolved without prejudice to the public welfare and injury to the interests of the corporators, members and stockholders. A large amount of testimony was taken upon the controverted matters, and, after hearing and due consideration, the court made this decree.

The proceedings in the court below were in every respect regular and in conformity to the practice laid down in our former opinion. The question whether the prayer of the petition for the dissolution of the corporation may be granted “ without prejudice to the public -welfare, or the interests of the corporators ” is largely addressed to the sound discretion of the court of common pleas, having jurisdiction of the proceeding, and unless its determination of that question is in manifest disregard of either of these interests, or there is some other ground for interference, we cannot overturn the decree. There is no such abuse of discretion apparent in this case. On the contrary, the findings of fact, which are fully supported by evidence, amply warranted the court in its conclusion that the decree prayed for was authorized. At a meeting of the stockholders duly called for the purpose, twenty-eight stockholders owning three hundred and eleven shares voted for dissolution, and twenty-two stockholders owning thirty-six shares voted against it, and no substantial reason for holding that it would be prejudicial to the public welfare or private interests to grant the prayer of this majority is apparent.

We expressly said in our former opinion, that it was not necessary to lay down any hard and fast rules of procedure at a meeting of stockholders convened for the purpose of expressing their wish upon this question ; the aim of supervision by the court of such elections “ is to secure a free and full expression and an accurate record of tbe will of tbe stockholders on tbe subject of the election.” These ends being attained, no such mere informalities as appear from the findings in this case are sufficient to warrant the court in setting it aside.

It is unnecessary to discuss these matters in detail. The opinion of the court below contains a clear and accurate statement of all the essential facts and all that need be said in support of the conclusions drawn therefrom. It is sufficient for us to say that we find no error in either which would'warrant a reversal of the decree.

Decree affirmed.