McLean v. Jaffray
| Decision Date | 12 June 1934 |
| Docket Number | No. 9864.,9864. |
| Citation | 71 F.2d 743 |
| Parties | McLEAN v. JAFFRAY et al. |
| Court | U.S. Court of Appeals — Eighth Circuit |
Ernest A. Michel, of Minneapolis, Minn. (Tom Davis, of Minneapolis, Minn., on the brief), for appellant.
Henry C. Carlson, of Minneapolis, Minn. (Charles R. Fowler, John B. Faegre, Fowler, Carlson, Furber & Johnson, and Cobb, Hoke, Benson, Krause & Faegre, all of Minneapolis, Minn., on the brief), for appellees.
Before GARDNER, WOODROUGH, and VAN VALKENBURGH, Circuit Judges.
Through proceedings not here material, appellees were appointed receivers of all the property and assets of the Minnesota & Ontario Paper Company, with authority to continue to conduct, manage, and operate the business and occupation of that company as a going concern. The Minnesota & Ontario Paper Company is the owner of large and widely scattered property interests, and, at the time of going into receivership, it was pursuing many and varied occupations and activities. Among the properties owned by that company is the entire outstanding common stock of the Memphis Commercial Appeal, Inc., consisting of 15,000 shares without par value. This concern publishes a daily newspaper at Memphis, Tenn., and, by reason of the ownership of the stock, the property of that company was in effect the property of the Minnesota & Ontario Paper Company.
The receivers reported to the lower court that they had negotiated a sale of this property to the Tennessee company, a Delaware corporation, subject to authorization of the court, in the manner and upon the terms and conditions set out in a certain draft of contract dated May 24, 1933, a copy of which was attached to and made a part of the report. By the terms of this contract, the receivers undertook to procure an order of the United States District Court in said receivership proceedings authorizing them to sell 15,000 shares of stock in the manner and upon the terms and conditions set out in the contract, for the consideration of $300,000, payable $10,000 upon the execution and delivery of the agreement, $140,000 upon delivery of the stock certificates, together with a copy of the order approving the same, and certain other formalities, $50,000 on or before January 1, 1934, and $100,000 on or before July 1, 1934.
In the report of this sale the receivers stated that in their judgment the sale was in the best interests of the receivership estate and all parties interested therein, and they recommended to the court that by proper order it authorize and empower them to consummate the sale upon the terms set out in the agreement. They also asked that their acts in executing and delivering the contract "be in all things ratified, approved and confirmed." On presentation of this report, an order for hearing thereon was issued and notice given to the various interested parties.
The appellant, who is a creditor of the receivership estate, filed answer to the petition and report of the receivers, including therein objections to the confirmation of the sale. Objection was also filed by E. W. Backus, individually and as president of the Backus-Brooks Company and Kenora Development Company.
After full hearing, the court made its order of confirmation, and recited in said order that: "It is hereby ordered that said receivers be and they hereby are authorized and empowered to sell the said 15,000 shares of stock in the Memphis Commercial Appeal, Inc., in the manner and upon the terms and conditions set forth in Exhibit `A', attacked to the aforesaid petition, and that their acts in executing and delivering said Exhibit `A' be and the same hereby are in all things ratified, approved and confirmed." (Italics supplied.)
From this order appellant alone appeals, and on his appeal joins only the receivers as parties. The action of the court is challenged "for the reason that such sale is not advisable and against the best interests of the receivership estate and all the parties interested therein."
At the very threshold of our consideration, we are met by a motion of appellees for a dismissal of the appeal because of a fatal defect of parties. It is urged that other creditors, in addition to appellant, interposed objections to the approval of the sale negotiated by the receivers, and that the same testimony was offered in behalf of all the objectors. It is also urged in support of this motion that the purchaser, the Tennessee company, has not been made a party to this appeal.
In our view of the issues, it is only necessary to consider the omission of the purchaser of the stock, the Tennessee company, as a party to this appeal. It seems too plain for argument that this concern is...
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State of Missouri v. Wells, et al.
...Whitsett's Estate, supra; Wormington v. City of Monnett, 204 S.W. (2d) 264; Dillon, Admr. v. Bates, Trustee, 39 Mo. 292, and McLean v. Jaffray et al., 71 F. (2d) 743. We do not consider those cases controlling under the facts and the law in the instant case. Administrator, Koontz, was not a......
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State ex rel. Koontz v. Wells
...re Whitsett's Estate, supra; Wormington v. City of Monnett, 204 S.W.2d 264; Dillon, Admr. v. Bates, Trustee, 39 Mo. 292, and McLean v. Jaffray et al., 71 F.2d 743. We do consider those cases controlling under the facts and the law in the instant case. Administrator, Koontz, was not appealin......
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Interstate Oil Co. v. Gormley
...a necessary party to the appeal. This view is supported by the opinion of the Circuit Court of Appeals for the Eighth Circuit in McLean v. Jaffray, 71 F.2d 743, where a sale had been made by a receiver in an equitable receivership and an appeal taken from the order confirming the sale and t......