122 Misc. 852 | N.Y. Sup. Ct. | 1923
The plaintiff Visigraph Typewriter Manufacturing Company, Inc., has brought this action against the C. Spiro Manufacturing Company, a domestic corporation, and certain individuals who at the times mentioned in the complaint owned all or substantially all of the stock of the said defendant corporation, constituted its board of directors and managed its affairs. The purpose of the action is to compel these defendants to account for the profits which they made on the resale of certain assets of the plaintiff corporation consisting of “ certain patents, tools, parts and appurtenances, belonging to the Visigraph typewriting machine,” which were acquired by the defendant corporation under the terms of a written agreement entered into between the plaintiff and defendant corporation on May 26, 1919. The complaint alleges that a large part of the proceeds of the sale has been distributed and paid by the Spiro Manufacturing Company to the individual defendants herein, each of whom has received part thereof, with knowledge and notice of the breach of trust and violation of agreement which the plaintiff charges against the defendant corporation, and that by reason of this distribution the defendant corporation is without sufficient net assets to pay. a judgment for the sum which plaintiff claims is owing to it. The agreement above referred to, in which the plaintiff corporation is designated as the party of the first part and the defendant corporation as party of the second part, contains among others the following provisions: “ Whereas the party of the - first
Judgment accordingly.