453 F.2d 853 (5th Cir. 1972), 71-2181, In re Multiponics, Inc.

• Date: 11 January 1972
• Docket Number: 71-2181 [*]
• Citation: 453 F.2d 853
• Parties: In the Matter of MULTIPONICS, INCORPORATED, Debtor. v. Troyce GUICE and John L. C. Laslie, Co-Trustees, Petitioners-Appellees. Harry ISBELL, Respondent-Appellant,
• Court: U.S. Court of Appeals — Fifth Circuit

Page 853

453 F.2d 853 (5th Cir. 1972)

In the Matter of MULTIPONICS, INCORPORATED, Debtor.

Harry ISBELL, Respondent-Appellant,

v.

Troyce GUICE and John L. C. Laslie, Co-Trustees, Petitioners-Appellees.

No. 71-2181 ^[*]

United States Court of Appeals, Fifth Circuit.

January 11, 1972

Page 854

John Pat. Little, Charles Schwartz, Jr., New Orleans, La., Gwin & Gwin, Natchez, Miss., Robert J. A. Williams, New Orleans, La., for respondent-appellant.

Peter J. Butler, Jr., New Orleans, La., for Guice and Laslie.

Jerry A. Brown, New Orleans, La., for Conn. Gen. Life Ins. and Northwestern Gen. Life Ins. Co.

George A. Kimball, Jr., New Orleans, La., for debtor.

Before JOHN R. BROWN, Chief Judge, and INGRAHAM and RONEY, Circuit Judges.

PER CURIAM:

This is an appeal from an order of the District Court for the Eastern District of Louisiana, requiring appellant to turn over certain properties to the trustees of a corporation involved in a Chapter X reorganization under the Bankruptcy Act, 11 U.S.C.A. § 501 et seq.

The district court found that Multiponics, Incorporated, the debtor corporation, is a farming corporation which carried out its principal business, not only on lands which it owned in fee, but also as the lessee of property. The court further found that on or about November 23, 1970, the debtor corporation allegedly leased all of the acreage which it owned or leased in the states of Louisiana, Mississippi and Arkansas to appellant. Appellant at that time was an officer and the general farm manager of debtor corporation. This lease was for a term of five years commencing January 1, 1971. The leased acreage comprised some 40,311 acres of land out of the total of 44,065 acres owned or leased by Multiponics. The district court concluded

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that this lease and an alleged accompanying sale of a substantial portion of the equipment of debtor corporation was a sale or lease of substantially all of the assets of Multiponics, Incorporated, and "virtually stripped the debtor corporation of all its property and assets." The trustees for debtor corporation asserted that such a sale or lease of virtually all of the company's assets was an action for which the corporation, incorporated under the laws of the State of Delaware, needed stockholder approval, and was not such an action which the board of directors of Multiponics could validate by resolution. 8 Delaware Code, § 271.

On this appeal appellant...