248 Pa. 423 | Pa. | 1915
Opinion by
The main question for decision in this case is whether the 1,921 shares of the capital stock of the defendant corporation, which remained in the treasury as unissued stock until July 29, 1912, belonged to Geyer,
A careful examination of the testimony fails to disclose any facts to justify the legal conclusion that there was any existing binding contract between the parties enforceable against appellees. It is not asserted, or even pretended, • that any written subscription was signed, or that the secretary was directed to place a subscription upon the books of the corporation, or that the minutes
Our conclusion is that the unissued treasury stock which was sold to and purchased by Callery belonged to the corporation at the time of the sale, and that the appellees are not entitled to receive and hold the $14.00 per share, being the difference between the par value and the selling price, as a profit to themselves.
Just how to account for this profit, and who are entitled to the same, under the particular facts of the present case, are nice questions, and ones not free from difficulty. We have just decided that the unissued treasury stock belonged to the corporation, and it follows as of course that the proceeds of the sale, if the transaction
We do not regard the question of jurisdiction either as to the parties or subject matter as being raised in the present case. Appellants sought equitable relief and appellees joined issue upon the merits without raising the question of jurisdiction. All parties submitted themselves to a court of equity for a determination of the matters in dispute between them, and the defendants have not raised the question of jurisdiction either in the court below or here.
The learned court below dismissed the bill upon the ground that the defendants were entitled to' the $14.00 per share profit and had nothing to account for. In our opinion this was .error and it therefore becomes necessary to reverse the decree.
There is some confusion in the record as to the exact number of shares of “treasury stock” sold to Callery. In this opinion we have mentioned 1,921 shares because that was the amount of stock claimed by appellants to have been in the treasury and unissued. If this is not the correct number of shares that fact can be ascertained by the court below when the case is again heard.
We entirely agree with the contention of appellants that the appellees should be decreed to be trustees for the stockholders of record when the shares were sold to Callery, and that they should be required to account to those stockholders for their respective shares of that profit according to their stock holdings at that time.
Decree reversed, bill reinstated and record remitted in order that a decree may be entered in conformity with the views expressed in this opinion and in Hechelman v. Geyer, 248 Pa. 430. The costs below and here to be paid by appellees.