Bartlett v. Richardson Co.

Citation27 Ohio App. 263,161 N.E. 403
PartiesBARTLETT v. RICHARDSON CO. and four other cases.
Decision Date16 July 1927
CourtUnited States Court of Appeals (Ohio)

27 Ohio App. 263
161 N.E. 403

BARTLETT
v.
RICHARDSON CO. and four other cases.

Court of Appeals of Ohio, Sixth District, Lucas County.

July 16, 1927.


Separate actions by W. D. Bartlett, by J. A. Krider, by the Thompson Products, Inc., by E. G. Thompson, and by Charles E. Thompson against the Richardson Company. Heard on appeal. Petitions dismissed.-[By Editorial Staff.]


[Ohio App. 264]Ritter & Brumback, of Toledo, for plaintiffs.

Marshall, Melhorn, Marlar & Martin, of Toledo, for defendant.


LLOYD, J.

The five cases enumerated in the caption hereof involve the same questions of fact and law, were submitted upon the same evidence, and will therefore be considered together.

In 1917, or shortly thereafter, C. E. Thompson, J. A. Krider, and W. D. Bartlett, of Cleveland, three of the plaintiffs, acquired the entire capital stock of the Lewis Steel Products Company, located and doing business in Toledo, and then engaged in the manufacture of automobile valves. These gentlemen were, at that time, also interested as stockholders, officers, and directors in the Steel Products Company, of Cleveland, now the Thompson Products, Inc., likewise engaged in the manufacture of automobile valves.

On or about October 16, 1919, the name of the Toledo company was changed to the Toledo Steel Products Company, and thereafter

[161 N.E. 404]

land was purchased and new buildings erected. Before the completion of the buildings, the company became financially embarrassed; the cost of the new plant and the equipment thereof being more than had been anticipated. After an unsuccessful attempt to arrange for a mortgage and bond issue thereon, the Toledo Steel Products Company proposed to the defendant, the Richardson Company, that the first-named company be so reorganized as to authorize the issuance of $250,000 of first preferred stock, $150,000 of second preferred stock to be substituted for an issue of preferred stock then outstanding, [Ohio App. 265]and 12,000 shares of common stock to be in lieu of the common stock then outstanding, the first preferred stock and 25 per cent. of the common stock so issued to be purchased by the defendant. This proposal was accepted, and the arrangement so made was consummated in September, 1920.

The first preferred stock was issued upon and contained certain authorized terms and conditions, among which were that it was redeemable in whole or in part at $110 per share and accrued dividends, on any dividend date, the holders thereof being entitled to fixed preferential cumulative dividends at the rate of 8 per cent. per annum from the date of issue, payable quarterly on the 1st days of January, April, July, and October of each year; that a sinking fund was to be created so...

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