Friedman v. Chesapeake & Ohio Railway Co.
| Decision Date | 04 June 1968 |
| Docket Number | No. 462,Docket 31110.,462 |
| Citation | 395 F.2d 663 |
| Parties | Irving D. FRIEDMAN and Sylvia Friedman, on behalf of themselves and in a representative capacity on behalf of all other owners and/or holders of Baltimore and Ohio convertible 4½% income bonds due February 1st, 2010, Plaintiffs-Appellants, v. CHESAPEAKE AND OHIO RAILWAY COMPANY and Baltimore and Ohio Railroad Company, Defendants-Appellees. |
| Court | U.S. Court of Appeals — Second Circuit |
Charles J. Fine, New York City, for plaintiffs-appellants.
Carl E. Newton, New York City (Donovan, Leisure, Newton & Irvine, Robert F. Morten, R. Barry McComic, New York City, of counsel), for Chesapeake & Ohio R. Co.
Eugene Z. DuBose, New York City (Alexander & Green, Richard T. McDermott, New York City, of counsel), for Baltimore & Ohio R. Co.
Before MOORE, HAYS and FEINBERG, Circuit Judges.
This is an appeal from a judgment dismissing a complaint which alleges as a first cause of action that plaintiffs-appellants are the owners of $200,000 face value B & O 4½% convertible income bonds due February 1, 2010 ($22,000,000 principal amount outstanding); that the bonds were issued pursuant to an Indenture (Chase Manhattan Bank, Indenture Trustee); that the defendants Chesapeake and Ohio Railway Company (C & O) and Baltimore and Ohio Railroad Company (B & O) affected a "merger in fact" by combining various departments and operating services; that by reason thereof the obligations of the B & O "under the terms of the Indenture and Bonds" became the obligations of the C & O; that interest arrears in said B & O bonds through December 31, 1965 is $4,950,000; that in February 1966 C & O declared a $9,000,000 dividend on its common stock while there were arrears on the B & O bonds, thus making back interest payable under the Indenture and the Bonds; and that plaintiffs are entitled to seek recovery thereof in a class action.
A second cause of action alleges that such common stock dividend payment by C & O matured the B & O bonds; a third cause of action asserted a failure to make sinking fund payment as an event maturing the bonds; and a fourth cause of action alleged retirement annuity fund payments as an event of default.
As affirmative defenses, the defendants alleged first, exclusive jurisdiction in the Interstate Commerce Commission (ICC) to authorize mergers and assumption of the obligations of another carrier and second, failure to comply with the Indenture's requirement that the holders of 25% of principal amount of...
To continue reading
Request your trial
-
Love v. New York State Dept. of Environ. Conserv.
...leave to amend should be denied. See Friedman v. Chesapeake and Ohio Railway Company, 261 F.Supp. 728 (S.D.N.Y.1966), aff'd, 395 F.2d 663 (2d Cir. 1968), cert. denied, 393 U.S. 1016, 89 S.Ct. 619, 21 L.Ed.2d 561 (1969). For several reasons, plaintiff's Fourteenth Amendment and Section 1983 ......
-
McMahan & Co. v. Wherehouse Entertainment, Inc.
...accelerate the time of payment on bonds, see Friedman v. Chesapeake and Ohio Ry. Co., 261 F.Supp. 728, 730 (S.D.N.Y.1966), aff'd, 395 F.2d 663 (2d Cir.1968), cert. denied, 393 U.S. 1016, 89 S.Ct. 619, 21 L.Ed.2d 561 (1969); actions to set aside transfers as violative of a trust indenture, s......
-
Kamakazi Corp. v. Robbins Music Corp.
...Corp., 485 F.Supp. 471, 474 (S.D.N.Y.1980); Friedman v. Chesapeake & Ohio Ry. Co., 261 F.Supp. 728, 734 (S.D.N.Y.1966), aff'd, 395 F.2d 663 (2d Cir. 1968), cert. denied, 393 U.S. 1016, 89 S.Ct. 619, 21 L.Ed.2d 561 (1969). As to this provision the motion to amend the complaint is Warner and ......
-
Lam v. American Exp. Co.
...amendments, leave to amend should be denied); Friedman v. Chesapeake & Ohio Ry. Co., 261 F.Supp. 728, 734 (S.D.N.Y.1966), affd, 395 F.2d 663, 664 (2d Cir.1968); Yaba v. Cadwalader, Wickersham & Taft, 931 F.Supp. 271, 274 (S.D.N.Y.1996) (denying leave to amend where new claims are Beyond ame......