*1 only comment imposed upon adverse proof him. The expert concerning orphans’ testi- made that the court appellant whether mony that it failed disclose was epileptic if he ceased might “grand mal” seizures suffer clearly suffi- taking is That concern medication. determining notwithstanding the un- that, for cient basis appellant had testimony experts, contradicted evi- by preponderance fair failed to establish competent. orphans’ court should dence that he is granted appellant’s petition.7 have reversed, orphans’ is The decree of the court entry in accordance case is of a remanded decree opinion. party pay Each costs. with own participate in the consideration JONES, J.,C. did opinion. or decision of this A.2d STONE, Appellant,
Rachel
v. COMPANY, LACQUER AMERICAN SOLVENTS Appellee. Pennsylvania Supreme Court Argued June 1975.
Decided Oct. ap- unnecessary disposition this case it reach 7. Our renders the pellant’s (1) orphans’ erred court in exclud- contentions ground ing deposition personal physician on the of his depo- appellant’s had not been able to cross-examine the relatives adjudication incompetency (2) be- nent and void representation appellant not afforded counsel. cause was *3 Differ, Ulrich, Fox, Ulrich, Callahan Parke H. & Nor- ristown, appellant. for Chester, MacElree, appellee; E.
Lawrence West Gallagher MacElree, Harvey, Kean, Ltd., & West Ches- ter, counsel. O’BRIEN, ROB- J., and JONES, EAGEN,
Before C. POMEROY, MANDERINO, NIX and JJ. ERTS, THE
OPINION OF COURT EAGEN, Justice. pleadings were equity. After the
This is an action plaintiff filing depositions, closed and the both summary judgment motion for and the defendant filed a pursuant Pennsylvania No. Procedure Rule Civil granting mo- 1035.1 The trial court entered a decree ap- plaintiff filed the defendant. The filed peal. trial following in the
The facts were uncontroverted decree. court and formed the of that court’s basis plaintiff-appellant, Stone, is the widow Rachel deceased, Stone, was the Chairman Harold E. who defendant-appellee, the American Board of Directors of Pennsylvania Company [American], Lacquer Solvents continuously corporation, 1967, and on December De- On on thereafter until his death November *4 American, in 1967, the Board of Directors of 7, cember company by Har- rendered the consideration services for adopted providing in the Stone, old E. a Resolution prior to that of his wife event of Harold E. death Stone’s pension pay (Rachel Stone), to an annual American was remarriage. The to said wife until her death or $8000 may summary judgment granted 1. As a motion for to when 1035, may be considered under and as to what facts Pa.R.Civ.P. 146, Gerner, motion, 451 Pa. passing a see v. in on such Phaff (1973). A.2d provided it not be further could revoked Resolution without Harold consent. E. Stone’s 2, 1968, his suffered a mari- March Stone and wife
On dispute residing Gables, Fol- tal Florida. while Coral Shaw, lowing his Robert this contacted son-in-law Stone Manager American, was President and who General visiting time, him he Florida at and told wanted providing pension the Resolution a for his cancelled. wife company’s acting and, in ac- Shaw contacted counsel procedure cordance with his to be fol- advice as to prepared lowed, Di- a letter from to the Board of Stone saying, my rectors of American “It is wish that the Res- concerning olution 7, pension dated for December my signed person- wife Rachel be rescinded.” Stone ally delivered the letter to on March Shaw 3rd. 1968, special meeting
On 11, March Shaw convened a Board Directors of of the sev- American. Five meeting en members of the board attended the and when brought attention, they Stone’s letter was to their voted unanimously 7, to rescind the Resolution of December meeting 1967. Stone was not notified the to be held was did attend. 1968, 1, Stone died on November and when American pay widow, Stone, pension pro- refused his Rachel 1967, vided in the 7, Resolution of in- December she seeking specific performance. stituted this action Resolution, providing pay- trial court ruled the for the pension, validly ment of the had been rescinded hence, Board at the of March 1968, and plaintiff had no cause of of this action. The correctness ruling challenged by appeal. corpora general the directors of a
As a rule may legal corporation only they bind a when act at a Corpora Fletcher, Cyclopedia board. W. (rev. purport tions, they 1969). Vol. If act ed. § legal meeting, at a which is their action is
422 corporation, that of corporation, the and the absent acquiescence,
ratification
or
not bound.
is
Twelfth
Jackson,
Street Market Co. v.
(1883).
102
269
Pa.
special meetings
As to
of
board
direc
the
of
general
tors of
corporation,
Pennsylvania
a
rule
is
meeting
any
a
such
held without
to some or
notice
of the
illegal,
directors and in their absence is
and action
taken at
although by majority
such a meeting,
of the
a
directors,
Li
is
estoppel.
invalid absent
ratification
or
brary
Pittsburg
Hall
Assn.,
v.Co.
30,
Pa.
A the trial filed of court’s legality upholding its action of decree the board’s prior 1968, rescinding the Resolu- 11, March Board’s providing pension the payment the the which, plaintiff any if one grounds, was based on three correct, ruling. would warrant its letter
First, court that Stone’s the concluded 3, to the Board’s sub 1968, March a consent constituted rescinding pension The sequent the Resolution. applicable difficulty position the is that with this 4 executed requires statute that such consent be after specifically forth the action the that it set taken, secretary of the cor the it filed with that require poration. these letter meet Stone’s does ments. of March
Secondly, letter the court concluded Stone’s 1968, the 3, receipt notice of constituted a waiver of po- difficulty 11, of March The with meeting or refer sition is the letter that does any way indicate that notice thereof is waived. expression of desire letter an amounts to no more than pension or consent to rescind Resolution. let Stone’s
In with conclusion that connection its meeting, ter a waiver of notice of the constituted purpose served court reasoned that no would be presence at the since the other Directors Stone’s 364, 402, 5, 1933, IV, May § as amend- P.L. art. 4. See Act of 20, ed, 1968, 459, 20, 1402(7) (Supp.1975- July § § 15 P.S. P.L. 1976), supra. cited 424 merely acceding request.
were to Stone’s wishes and analysis salutory This overlooks the rationale for the rule meetings. special all directors receive notice of That corporate body rationale is that “each member of a has right others, of consultation and has the with right upon questions considered, to be heard all and it is presumed present if the absent had been members arguments might they might dissented, and their have majority of their have convinced the of the unwisdom proposed produced re- action and thus have a different N.J.Eq. City Co., sult.” Holcombe v. Trenton White N.J.Eq. (1912), aff’d, A. without opinion, agree (1913). 91 A. with this rationale We *7 presumption and, therein, in of view the embodied we premise and cannot concur in the trial court’s that Stone regards pen- the other mind the Directors were of one as specifically sion note this, rescission. In relation to we that failed to another member of the Board of Directors 11, 1968, is noth- attend the and there of March ing in the if he notice of the record to show received the meeting, at or ever consented to the action taken meeting.
Finally, rescinding resolu the court that the concluded only tion of the Board was and that si voidable Stone’s object prior lence and failure to his death to thereto difficulty posiJ this amounted to a ratification. The with nothing tion that is that there in the to show is record meeting March the of Stone was ever made that aware rescinding resolution had been held or knew the adopted, by had the circum been the Board. Under stances, it cannot be said ratification was effected. circumstances, entry summa of a the
Under the ry judgment unwarranted. of the defendant was favor re- is, reversed, is therefore, the record
The decree appellee. proceedings. manded for on further Cost concurring opinion. POMEROY, J., filed NIX, J., in the result. JONES, concur J., C.
POMEROY, (concurring). Justice to estab developed fails sparsely before us record The the requisite notice of the had lish that decedent Stone here chal special of of the board directors board of knowledge the rescission lenged, received or that he ap arrangement was pension for his wife which to con proved meeting. am Hence I constrained at was cur in the Court’s conclusion of a sub lawfully there is no evidence convened and that taken at sequent Stone ratification agree requesting meeting. letter I that Stone’s further action within not a consent board the rescission was Corpora meaning 1402(7) Business Section 1402(7) ma Law, (Supp.1975).* Unlike the P.S. appli jority, however, I that the statute’s do believe signed prior turns on the that the letter was cation fact 1402(7), special meeting. purpose to the of Section permit language clear, of di as its makes is to a board necessity any meeting rectors to act when without Here, writing all directors action. consent such signed by been all the direc there has no written consent timing factor, It not the of the execution tors. *8 scope of writing, takes the letter outside which Accordingly, I statute. concur the result. * provides: This section “(7) Any may taken of the di- which be at a other rectors or the members of the or committee executive may meeting. be If or consents in taken without consent signed writing setting by all forth action so taken shall committee, as case or the members of the directors be, corpora- may secretary be filed with the and shall added). 1402(7) (Emphasis tion.” 15 P.S.