In re Ambrose Matthews & Co.

CourtUnited States District Courts. 3th Circuit. United States District Courts. 3th Circuit. District of New Jersey
Citation229 F. 309
Decision Date21 January 1916

229 F. 309


United States District Court, D. New Jersey.

January 21, 1916

[229 F. 310]

Howard A. Sperry, of New York City, for petitioning creditors.

Charles R. Snyder, of Atlantic Highlands, N.J. (S. C. Sugarman, of New York City, of counsel), for alleged bankrupt.

HAIGHT, District Judge.

The acts of bankruptcy relied upon are that the alleged bankrupt made a general assignment for the benefit of its creditors, and that it conveyed or transferred its property with intent to hinder, delay, or defraud them. The special master has found that each of these acts has been established. This finding is based upon the execution, by the alleged bankrupt, of an instrument whereby it appointed two persons (hereinafter referred to as 'trustees') to wind up its affairs. It is necessary primarily, therefore, to construe this instrument and to ascertain its legal effect as respects the property of the alleged bankrupt. It does not contain any words of conveyance, assignment, or transfer. It merely appoints two persons as 'agents, attorneys, and trustees' for the stockholders, directors, and corporation 'for the purpose of winding up the affairs' of the corporation. It empowers them to collect the corporation's outstanding accounts, to pay its debts, to prosecute and defend suits for and against it, to convey and dispose of its property, and after payment of its debts to divide its assets among the stockholders; also, to prepare the necessary papers for the dissolution of the corporation immediately after its accounts have been settled; and, generally, it sought in terms to confer upon them all of the powers and to impose all of the liabilities of a board of directors in winding up the affairs of a corporation upon dissolution. It seems entirely clear that it conferred no title whatever to any of the corporation's property upon the trustees. Its effect was merely to clothe the trustees with certain powers regarding the disposition of the corporation's assets and the distribution of the same among its creditors and stockholders. Nor can I find that there was any intent on the part of the alleged bankrupt to confer title upon the trustees. Each of the latter were attorneys at law, and the purpose of the instrument was that they, who were presumably better qualified, rather than the directors, should wind up the affairs of the corporation. As the instrument brought about no change in the title to the property, either...

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5 cases
  • United States v. Middle States Oil Corporation, 7511.
    • United States
    • United States Courts of Appeals. United States Court of Appeals (8th Circuit)
    • March 14, 1927 as a general assignment. Vaccaro et al. v. Security Bank of Memphis et al. (C. C. A.) 103 F. 436. In re Ambrose Matthews & Co. (D. C.) 229 F. 309, a District Court case, affirmed by the Circuit Court of Appeals in 236 F. 539, it was held that to constitute an assignment for the benefit ......
  • Blair & Co., Inc. v. Foley, 144
    • United States
    • United States Courts of Appeals. United States Court of Appeals (2nd Circuit)
    • December 11, 1972 not an assignment for the benefit of creditors and thus does not constitute the fourth act of bankruptcy, In re Ambrose Matthews & Co., 229 F. 309 (D.N.J.), aff'd, 236 F. 539 (3 Cir. 1916), since nothing prevents a creditor from pursuing his ordinary remedies. If the grant of such a powe......
  • Thrift Packing Co. v. Food Machinery & Chemical Corp., 13495.
    • United States
    • United States Courts of Appeals. United States Court of Appeals (5th Circuit)
    • July 17, 1951
    ...creditors within the meaning of section 3, sub. a(4) of the Act. In re Bartleson Co., D.C., 275 F. 390; In re Ambrose Mathews & Co., D.C., 229 F. 309, 310; see 41 Yale L. J. 1056. As stated in Collier's Bankruptcy Manual, § 3.04, pp. 85-86, "A general assignment by a corporation must satisf......
  • In re Carasaljo Hotel Co., 3161.
    • United States
    • United States Courts of Appeals. United States Court of Appeals (3rd Circuit)
    • September 22, 1925
    ...unless title to the property is changed. The allegation of the lease of property is insufficient. In re Ambrose Matthews & Co. (D. C.) 229 F. 309. The fourth ground was the appointment of a temporary receiver under sections 65 and 66 of the Corporation Act of 1896 of New Jersey (P. L. p. 29......
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