Mastellone v. Argo Oil Corp., No. 359
| Court | Superior Court of Delaware |
| Writing for the Court | Heard by RICHARDS; RICHARDS |
| Citation | 45 Del. 517,6 Terry 517,76 A.2d 118 |
| Parties | , 45 Del. 517 MASTELLONE v. ARGO OIL CORP. |
| Docket Number | No. 359 |
| Decision Date | 27 September 1950 |
Page 118
v.
ARGO OIL CORP.
[45 Del. 518] Arthur G. Logan and Samuel R. Russell, Wilmington, for the plaintiff.
[45 Del. 519] Daniel F. Wolcott, formerly of the firm of Southerland, Berl & Potter, Wilmington, for the defendant.
Heard by RICHARDS, C. J.
RICHARDS, Chief Justice.
The plaintiff, Amedeo Mastellone, purchased one hundred shares of the capital stock of Argo Oil Company, on May 3, 1929. Ten of said shares were represented by stock certificate number TO3327 which was registered on the books of the company in the name of Arthur Hinds, and the remaining ninety of said shares which are the subject of this controversy, were represented by certificate number TO2759 which was registered on the books of the company in the name of the brokerage firm of A. A. Hall and Company.
For the purpose of continuing in business, Argo Oil Company and Argo Royalty Company
Page 119
entered into an agreement of consolidation or merger on October 2, 1936, under the name of Argo Oil Corporation, as provided by section 59 of the Corporation Law of this State, Rev. Code 1935, § 2091.This agreement provided, that each shareholder of Argo Oil Company should receive in exchange for each share of stock held by him in said company, as shown by the books of the company at the close of business on November 2, 1936, one fully paid share of stock of the Argo Oil Corporation. The agreement further provided, that on and after November 5, 1936, certificates representing said shares of stock in Argo Oil Corporation should be delivered to each shareholder of Argo Oil Company, by the secretary of Argo Oil Corporation, upon the surrender to said secretary[45 Del. 520] at the office of the corporation, at 1104 First National Bank Building, Denver, Colorado, of certificates representing an equal number of shares in Argo Oil Company.
A. A. Hall and Company received notice of the merger of Argo Oil Company and Argo Royalty Company into Argo Oil Corporation, and was informed that it was entitled to exchange the ninety shares of Argo Oil Company stock registered in its name on the books of the corporation, for a like number of shares of Argo Oil Corporation stock.
When this notice was received A. A. Hall and Company did not have in its possession the certificate for ninety shares of stock of Argo Oil Company registered in its name on the books of the company, it having been stolen by a discharged employee of the firm, indorsed in blank with the signature guaranteed by Kraft-Harris and Company, as appeared from answers to interrogatories made by A. A. Hall.
Under these circumstances, A. A. Hall, as president of A. A. Hall, and Company, wrote to Argo Oil Company on November 30, 1936, requesting a new certificate for said ninety shares of stock in lieu of the certificate which had been stolen and offering to comply with the conditions imposed by the Company.
After A. A. Hall, on behalf of A. A. Hall and Company, made an affidavit and furnished a bond of indemnity as required by Argo Oil Company, a new certificate was issued to A. A. Hall and Company by Argo Oil Company for ninety shares of its stock, which was presented to Argo Oil Corporation, on December 23, 1936, by A. A. Hall and Company, and ninety shares of stock of Argo Oil Corporation received in exchange therefor.
On April 22, 1948, Argo Oil Corporation, the defendant, received a letter from Amedeo Mastellone, the plaintiff, addressed to Argo Oil Company, Inc., stating he was the holder of certificate number TO2759 for ninety shares of stock of Argo Oil Company, [45 Del. 521] and asking what it would be necessary for him to do to have the stock transferred to his name and collect the dividends thereon.
Mr. O. G. Martin, Vice-President of Argo Oil Corporation, replied to this letter telling the plaintiff that he should contact A. A. Hall...
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Allen v. Layton
...effectively would bar this action. However, when applied to the present facts, defendants' authorities--Mastellone v. Argo Oil Corp., 6 Terry 517, 6 Del. 517, 76 A.2d 118 (Super.Ct. 1950), aff'd, 7 Terry 102, 46 Del. 102, 82 A.2d 379 (Sup.Ct. 1951) and Leibowitz v. Hicks, 207 A.2d 371 (Del.......
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Layton v. Allen
...argument of the defendants that must be met in this connection is the rule recognized by this Court in Mastellone v. Argo Oil Corporation, 6 Terry 517, 76 A.2d 118, aff'd 7 Terry 102, 82 A.2d 379 (1951), a stock conversion case, that lack of knowledge of the existence of a cause of action d......
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Frye v. Commonwealth Inv. Co., No. 39868
...We are not unmindful of Glover v. National Bank of Commerce of New York, 156 App.Div. 247, 141 N.Y.S. 409, Mastellone v. Argo Oil Corp., 6 Terry 517, 45 Del. 517, 76 A.2d 118 and others holding that the true owner's right of action accrues 'the moment the wrong is done,' i. e., when the tra......
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Beal v. General Motors Corporation, Civ. A. No. 4288.
...(Del.1968), the state law is clear that no such principle applies in actions governed by 10 Del.C. § 8106. Mastellone v. Argo Oil Corp., 6 Terry 517, 76 A.2d 118, aff'd, 7 Terry 102, 82 A.2d 379 (Del.1951) (expressly approved by the Supreme Court in the Layton decision). The Delaware Suprem......
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Allen v. Layton
...effectively would bar this action. However, when applied to the present facts, defendants' authorities--Mastellone v. Argo Oil Corp., 6 Terry 517, 6 Del. 517, 76 A.2d 118 (Super.Ct. 1950), aff'd, 7 Terry 102, 46 Del. 102, 82 A.2d 379 (Sup.Ct. 1951) and Leibowitz v. Hicks, 207 A.2d 371 (Del.......
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Layton v. Allen
...argument of the defendants that must be met in this connection is the rule recognized by this Court in Mastellone v. Argo Oil Corporation, 6 Terry 517, 76 A.2d 118, aff'd 7 Terry 102, 82 A.2d 379 (1951), a stock conversion case, that lack of knowledge of the existence of a cause of action d......
-
Frye v. Commonwealth Inv. Co., No. 39868
...We are not unmindful of Glover v. National Bank of Commerce of New York, 156 App.Div. 247, 141 N.Y.S. 409, Mastellone v. Argo Oil Corp., 6 Terry 517, 45 Del. 517, 76 A.2d 118 and others holding that the true owner's right of action accrues 'the moment the wrong is done,' i. e., when the tra......
-
Beal v. General Motors Corporation, Civ. A. No. 4288.
...(Del.1968), the state law is clear that no such principle applies in actions governed by 10 Del.C. § 8106. Mastellone v. Argo Oil Corp., 6 Terry 517, 76 A.2d 118, aff'd, 7 Terry 102, 82 A.2d 379 (Del.1951) (expressly approved by the Supreme Court in the Layton decision). The Delaware Suprem......