Isaacson v. Hayden, Stone Incorporated
| Decision Date | 21 December 1970 |
| Docket Number | No. 70 Civ. 3641.,70 Civ. 3641. |
| Parties | Walter ISAACSON, Plaintiff, v. HAYDEN, STONE INCORPORATED, Defendant. |
| Court | U.S. District Court — Southern District of New York |
Strasser, Spiegelberg, Fried & Frank, New York City, for plaintiff; by Matthew Gluck, New York City, of counsel.
Chadbourne, Parke, Whiteside & Wolff, New York City, for defendant; by Charles H. Harff, Edward C. McLean and Donald I. Strauber, New York City, of counsel.
Defendant moves to compel plaintiff to submit this controversy to arbitration and for a stay meanwhile of this action.
Plaintiff, while an allied member of the New York Stock Exchange, acquired shares of stock in the defendant, a member of the New York Stock Exchange. Plaintiff served as a Vice-President and as Treasurer of defendant from August, 1966 until October 13, 1969, when he resigned. He also served as a member of defendant's Board of Directors and Executive Committee. He purchased the share interest in defendant which is the basis of this suit, while he was an officer of defendant.
In this suit plaintiff seeks to enforce certain obligations of the defendant to repurchase plaintiff's interest in defendant, pursuant to the terms of defendant's charter. Plaintiff resigned his office in defendant on October 13, 1969, and simultaneously served notice in writing that the defendant should repurchase the shares of defendant's stock that he owned.
The charter provided for a six months' waiting period after receipt of such notice before the corporation was required to purchase and pay for the stock of a withdrawing holder.
An agreement, effective as between the parties, and at the instance of either, required that as members of the Exchange any controversy between them should be arbitrated in accordance with the provisions of the Constitution of the Exchange and the rules of its Board of Governors.
The controversy in this suit arises out of and relates directly to defendant's business as a member of the New York Stock Exchange and defendant's obligations to public customers and others in relation to its obligation to plaintiff. It will have to be determined what consideration is to be paid by the defendant corporation, the conditions, if any, under which the defendant's obligations may be postponed and other matters.
Defendant's membership in the Exchange ceased on September 11, 1970. Its business presently consists of selling its remaining assets and repaying its liabilities. Those...
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