Crane v. I. Seymour Crane, Inc.

• Decision Date: 27 January 1927
• Citation: 135 A. 782
• Parties: CRANE v. I. SEYMOUR CRANE, Inc., et al.
• Court: New Jersey Court of Chancery

135 A. 782

CRANE

v. I. SEYMOUR CRANE, Inc., et al.

Court of Chancery of New Jersey.

Jan. 27, 1927.

(Syllabus by the Court.)

Suit by S. Maud W. Crane, executrix and trustee of the last will and testament of I. Seymour Crane, deceased, against I. Seymour Crane, Inc., and others. Decree in accordance with opinion.

John A. Hines, of Montclair, and Charles Jones, of Newark, for complainant.

McKirgan & Gilson, of Summit, for defendants.

BACKES, Vice Chancellor. The complainant was appointed executrix of the will of her husband, I. Seymour Crane, in which, after legacies, he gave his estate to his executrix in trust for her use, for life, and remainder to his five children, in equal shares. The executrix asks instructions as to the disposition she should make, in the administration of the estate, of the certificates of the capital stock of I. Seymour Crane, Inc.," which Came to her possession as part of the estate, and which the children of the deceased, or some of them, claim under gift from their father.

The corporation was formed by the deceased, who held the title to a large store building in Montclair, which he owned, and later conveyed to the company. The building represented in value $350,000, and was by far the greater part of his possessions, as is the capital stock of the company the major portion of his estate. At the formation of the company, 200 shares of the stock were issued for incorporation purposes to the deceased, his wife and a son, and upon their cancellation and in their stead, and shortly after he conveyed the building to the company, he caused a reissue to be made to his wife of 66 shares, and 26 shares to each of his five children, and 2 to himself. He bad his wife and four of the children sign receipts for the certificates on the stub of the stock certificate book; the fifth child refusing to sign because the certificate made out to him was not delivered. The deceased retained all the certificates, and they were found with his other securities in his safe after his death. He, at the time they signed, told his wife and children that the stock would not be theirs as long as he lived, that they were to have the certificates at his death, and that his scheme was to avoid payment of the inheritance taxes, and the signatures to impress the tax officials with the integrity of the transfer. And he also explained to his wife that he did not want to relinquish ownership of the stock, because he might want to sell the building, and...