General Fireproofing Company v. Wyman, 1003
| Decision Date | 18 June 1971 |
| Docket Number | 1004,Dockets 71-1367,No. 1003,71-1458.,1003 |
| Citation | 444 F.2d 391 |
| Parties | The GENERAL FIREPROOFING COMPANY, Plaintiff-Appellant, v. Thomas G. WYMAN, individually and as a stockholder and director of American Seating Company, and American Seating Company, Defendants-Appellees. |
| Court | U.S. Court of Appeals — Second Circuit |
William Simon, Washington, D. C. (Mudge Rose Guthrie & Alexander, New York City, John Bodner, Jr., J. Coleman Bean, William R. O'Brien, Howrey, Simon, Baker & Murchison, Washington, D. C., of counsel), for plaintiff-appellant.
Paul W. Williams, New York City (William T. Lifland, Clifford L. Michel, Joel C. Balsam, Cahill, Gordon, Sonnett, Reindel & Ohl, New York City, of counsel), for defendant-appellee Thomas G. Wyman.
Robert L. Clare, Jr., New York City (George J. Wade, Leo Kayser, III, Shearman & Sterling, New York City, F. William Hutchinson, Varnum, Riddering, Wierengo & Christenson, Grand Rapids, Mich., of counsel), for defendant-appellee American Seating Company.
Before KAUFMAN, ANDERSON and MANSFIELD, Circuit Judges.
Plaintiff, The General Fireproofing Company, appeals the grant of summary judgments dismissing its suit under the antitrust and securities laws against American Seating Company, and Thomas G. Wyman. The district court also granted summary judgment in favor of Wyman's counterclaim, which sought disclosure of General's stockholder list.1 We affirm.
Wyman, a private investor, is a director of American and owns approximately 10% of its outstanding voting shares. He also owns a little over 4% of General's outstanding common stock. General's complaint, as amplified by affidavits submitted in opposition to the motion for summary judgment, alleged that Wyman and American intended to place Wyman, or his nominee, on General's board of directors. Because the two corporations were asserted to be substantial competitors in such product lines as school and hospital chairs, waiting room furniture, and laboratory furniture, it was claimed that this intention, if realized, would violate the Clayton Act's proscription of interlocking directorships. Clayton Act § 8, 15 U.S. C. § 19. According to General, moreover, the interlock was but a preliminary step to the ultimate goal of merging the two corporations, a result which would run afoul of the Clayton Act's antimerger provision. Clayton Act § 7, 15 U.S. C. § 18. The complaint further charged that Wyman intended to purchase more than 10% of General's outstanding stock without making the disclosures required by § 14(d) (1) of the Securities Exchange Act, 15 U.S.C. § 78n(d) (1). The complaint sought injunctions against each of these allegedly unlawful acts.
Plaintiff claimed that the existence of these plans was evidenced by a series of incidents beginning in 1969 and leading up to the filing of the complaint. In March 1969 a business broker had solicited General's views on the desirability of a merger with American. Four months later, Wyman had also raised the merger topic with General's management, although specific companies were not discussed. On both occasions General expressed disinterest. Later in 1969 and again in early 1970 Wyman unsuccessfully sought agreement from General that he or his nominee would be named a director. At the April 1970 annual shareholders' meeting, Wyman nominated a candidate for the board but failed to attract enough support from other stockholders to win the seat. In the summer of 1970 Wyman communicated with a shareholder and dealer of General. Neither contact led to anything of importance. Finally, on November 3, 1970 Wyman requested access to General's shareholder list so that he might communicate with them regarding General's affairs. General resisted the request on the...
To continue reading
Request your trial
-
Ashland Oil, Inc. v. FTC
...future." Connecticut v. Massachusetts, 282 U.S. 660, 674, 51 S.Ct. 286, 291, 75 L.Ed. 602 (1930). See also, General Fireproofing Company v. Wyman, 444 F.2d 391, 393 (2d Cir. 1971). Injunctions will not be granted where the injuries complained of are prospective and "which may, indeed, never......
-
Martinez v. Winner
...Connecticut v. Commonwealth of Massachusetts, 282 U.S. 660, 674, 51 S.Ct. 286, 291, 75 L.Ed. 602 (1931); see also General Fireproofing Co. v. Wyman, 444 F.2d 391 (2d Cir. 1971). The power to grant injunctive relief should never be exercised merely to assuage fears of what may happen in the ......
-
Menendez v. Saks and Company
...whether such relief is necessary as a matter of equity to relieve against threatened further violations. General Fireproofing Company v. Wyman, 444 F.2d 391, 393 (2d Cir. 1971). "It is elementary that a court of equity will not enjoin one from doing what he is not attempting and does not in......
-
New York v. Shinnecock Indian Nation
...the court will be exercised. Rather, `injunctions issue to prevent existing or presently threatened injuries.'" Gen. Fireproofing Co. v. Wyman, 444 F.2d 391, 393 (2d Cir. 1971) (quoting Connecticut v. Massachusetts, 282 U.S. 660, 674, 51 S.Ct. 286, 75 L.Ed. 602 (1931) (emphasis omitted)). I......
-
Common Procedural Issues
...more than an abstract or nebulous plan to possibly commit a wrong sometime in the 24. 794 F.2d 250 (7th Cir. 1986). 25. Id. at 265. 26. 444 F.2d 391 (2d Cir. 1971). future must be shown before the broad and potentially drastic injunctive power of the court will be exercised.” 27 At least on......
-
Table of cases
...Cir. 2002), 74 Friends of the Earth, Inc. v. Laidlaw Envtl. Servs. (Toc), Inc., 528 U.S. 167 (2000), 27 G Gen. Fireproofing Co. v. Wyman, 444 F.2d 391 (2d Cir. 1971), 20 Gen. Leaseways, Inc. v. Nat’l Truck Leasing Ass’n, 744 F.2d 558 (7th Cir. 1984), 74 Table of Cases 99 H Hawaii v. Standar......