Jones v. Osage Oil & Refining Co.

280 F. 696 | 2d Cir. | 1922

MAYER, Circuit Judge.

This was a suit to compel the Osage Company to transfer 3,333 shares of its stock to plaintiffs. This was half of the stock referred to in the case of Osage Oil & Refining Co. v. Alice Haller and W. R. Chandler, 280 Fed. 693, decided herewith. The evidence shows, and the District Court found, that plaintiffs had purchased these shares and paid cash for them after being told by defendant that the shares were transferable. The decree of the District Court ordered the transfer of the stock, but the court declined to allow an amendment to the complaint, so that plaintiffs could claim damages for refusal to transfer in addition to their prayer to compel defendant to transfer the stock.

The District Court was of opinion that plaintiffs had the alternative of bringing a bill in equity to compel transfer or bringing an action at law for the conversion of the stock. In this conclusion the District Court is fully, sustained by authority. Travis v. Knox Terpezone Co., 215 N. Y. 259, 109 N. E. 250, L. R. A. 1916A, 542, Ann. Cas. 1917A, 387; Cook on Corporations (7th Ed.) vol. 2, § 391 et seq.; 14 C. J. §§ 1164-1166.

Decree affirmed, with costs.