Mathews v. American Tobacco Co. Rogers
| Decision Date | 13 April 1944 |
| Docket Number | No. 201.,201. |
| Citation | 37 A.2d 99 |
| Parties | MATHEWS et al. v. AMERICAN TOBACCO CO. et al. ROGERS v. SAME. LOCKE et al. v. SAME. |
| Court | New Jersey Supreme Court |
Appeal from Court of Chancery.
Consolidated stockholders' actions by William J. Mathews and others and by Richard Reid Rogers against American Tobacco Company and others to undo an alleged fraud perpetrated by officers and directors in 1930 in authorizing a stock purchasing plan for some of the corporate officers and employees wherein there was a consent dismissal entered in 1933, and wherein Lydia Locke, Anna Belle Lynch Jones and Artimus W. Jones, trustees under the last will and testament of Edwin A. Jones, deceased, and Anna Belle Lynch Jones on January 30, 1940, filed a petition to vacate the consent dismissal which was opposed by the American Tobacco Company, Vincent Riggio and others, Guaranty Trust Company and Junius Parker, trustees, Julius Parker, individually, F. B. Reuter, J. A. Crowe and George W. Hill. From an order denying the petition, 23 A.2d 301, 130 N.J.Eq. 470, the petitioners appeal.
Affirmed.
A decree of dismissal of a bill in chancery will not, under the proofs in this case, be opened after the lapse of more than six years.
Bilder, Bilder & Kaufman and Samuel Kaufman, all of Newark, for appellants.
Lindabury, Depue & Faulks, Josiah Stryker, and Francis W. Thomas, all of Newark, for American Tobacco Co.
G. W. C. McCarter, of Newark, for Vincent Riggio et al.
Lorentz & Stamler, Waldron M. Ward, and Fred A. Lorentz, all of Newark, for George W. Hill.
Milton, McNulty & Augelli and John Milton, all of Jersey City, for Guaranty Trust Co. of New York et al.
Stockholders' actions in the right of the corporation to undo an alleged fraud perpetrated by the officers and directors in 1930 in authorizing some sort of a stock purchasing plan for some of the corporate officers and employees were instituted in 1933 in the Court of Chancery and were shortly thereafter discontinued by consent of the parties then in court.
The petition to vacate the consent dismissal of those actions was filed January 30, 1940. It does not appear when the petitioners acquired their stock interests, whether before or after the event of which they complain. Taylor v. Holmes, 127 U.S. 489, 8 S.Ct. 1192, 32 L.Ed. 179.
It does not appear why Rule 32 of the Court of Chancery, N.J.S.A. tit. 2, requiring notice of the pendency of such actions, as the Chancellor should direct, was not complied with since notices were not sent to the other stockholders. The duty rested upon the solicitors of complainants in those actions to comply with the rules of that court. No right against the defendants in those actions arose from a breach of good practice which cannot be imputed to them.
After considering the arguments of counsel and weighing all the circumstances shown in this case, it seems that the equities favor the order appealed from. Certainly, a lapse of more than six years shows no...
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