Gideon v. Hinds
| Decision Date | 14 November 1916 |
| Docket Number | 53. |
| Citation | 238 F. 140 |
| Parties | GIDEON v. HINDS et al. |
| Court | U.S. Court of Appeals — Second Circuit |
On March 9, 1904, and as part of a scheme for uniting and incorporating two existing businesses, the capital stock of a then formed corporation was divided among Gideon (plaintiff below and appellant), Hinds (principal defendant below and appellee), Noble (a defendant who did not answer), and one Eldredge. By the same written instrument that apportioned the stock in question the following agreement was entered into between Gideon, Hinds, and Noble: 'The said George D Gideon shall have the right and option to purchase at any time, in equal amounts from Arthur Hinds and G. Clifford Noble, shares of their stock in the corporation (then formed) until the holdings of said Gideon shall be equal to those of said Hinds and Noble, respectively, or of the one of them holding the larger amount of stock. ' The contract also contains provisions regarding the price to be paid for stock so transferred, which are immaterial in the view taken of this case.
No attempt was made by Gideon to exercise this option until November 19, 1914, at which date he notified both Hinds and Noble of his desire and intent to acquire from each of them a number of shares of stock not exceeding the amount he was entitled to under the agreement hereinabove set forth. Noble acquiesced in the demand, Hinds refused to comply, and this action was brought to compel specific performance; i.e require Hinds to turn over to Gideon the demanded number of shares at a price to be ascertained by the court, if Hinds continued contumacious and refused to proceed in the manner set forth in the contract. Hinds answered, and in his answer set out (among other defenses) that the action was barred by the New York statute of limitations and that the demand was stale. The issues having thus been framed, Hinds moved under equity rule 29 (198 F. xxvi, 115 C.C.A. xxvi) to dismiss the bill, asserting that the action was barred by the statute. This motion was granted, and final decree entered, dismissing the bill, from which Hinds took this appeal.
Fred T Kelsey, of New York City, for appellant.
Roger Hinds, of New York City, for appellees.
Before COXE, WARD, and HOUGH, Circuit Judges.
HOUGH Circuit Judge (after stating the facts as above).
After what in substance was a hearing on bill and answer, the court below entered a final decree of dismissal,...
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