Maccarone v. Big Sign Shop

• Decision Date: 02 June 1930
• Docket Number: No. 4953.,4953.
• Citation: 41 F.2d 567,59 App. DC 345
• Parties: MACCARONE v. BIG SIGN SHOP, Inc., et al.
• Court: U.S. Court of Appeals — District of Columbia Circuit

59 App. DC 345, 41 F.2d 567 (1930)

MACCARONE v. BIG SIGN SHOP, Inc., et al.

No. 4953.

Court of Appeals of District of Columbia.

Submitted May 6, 1930.

Decided June 2, 1930.

F. R. Noel and E. R. Pruner, both of Washington, D. C., for appellant.

J. W. Cox and J. T. Sherier, both of Washington, D. C., for appellees.

Before MARTIN, Chief Justice, and ROBB and VAN ORSDEL, Associate Justices.

MARTIN, Chief Justice.

Appeal from a decree dismissing a bill of complaint filed by appellant as plaintiff in the lower court, upon the ground that the bill failed to set forth facts sufficient to state a cause of action.

The bill sets out that the defendant Big Sign Shop is a corporation organized and existing under the laws of the state of Virginia and having an office in that state, but having its actual business offices in the District of Columbia; that plaintiff is vice president, stockholder, and director thereof; that defendant George S. H. Carroll "is sued in his own right as a stockholder and director in the defendant corporation," and defendant Marie W. Carroll "is sued in her own right as an alleged stockholder and alleged director in said defendant corporation." The bill states in substance that when the corporation was organized its entire capital stock was owned as follows: George S. H. Carroll, 13 shares; Pasquale Maccarone, 13 shares; Charles W. Pyne, Jr., 1 share; each share having a par value of $100; that immediately thereafter the corporation purchased the share of stock held by Charles W. Pyne, Jr., but that for convenience the share was permitted to stand in his name upon its records; that the defendants George S. H. Carroll and Marie W. Carroll fraudulently secured control of the share of stock nominally held by Pyne, and thereupon claimed to own a majority of the shares of stock in the corporation; that they then held a stockholders' meeting without proper notice to plaintiff, and assumed to control the affairs of the corporation without regard to the rights of the plaintiff or the interests of the corporation; and that as a result of their mismanagement of the corporation's affairs its business is at a standstill, and it will become totally disorganized to plaintiff's great financial loss and damage. Plaintiff states that the assets of the corporation include nearly $500 in bank, bills receivable of approximately $200, unfinished business valued at nearly $300, fixtures and supplies valued at about $400, and the trade-name "Big Sign Shop,...