McVicker v. American Opera Co.

• Decision Date: 05 December 1889
• Citation: 40 F. 861
• Court: U.S. District Court — Northern District of Illinois
• Parties: McVICKER v. AMERICAN OPERA CO., (NATIONAL OPERA CO., INTERVENOR.) [1]

40 F. 861

McVICKER v. AMERICAN OPERA CO., (NATIONAL OPERA CO., INTERVENOR.) ^[1]

United States Circuit Court, N.D. Illinois.

December 5, 1889

Condee & Rose, for plaintiff.

Isham Lincoln & Beale, for defendant.

GRESHAM J.

On August 5, 1886, James H. McVicker commenced his action in assumpsit against the American Opera Company for breach of its contract for the use of his theater. On September 8 1886, at a meeting of the directors of the American Opera Company, the question of forming a National Opera Company was discussed, and the following preamble and resolutions were unanimously adopted:

'Whereas for the purpose of promoting a higher musical education in the United States, it is desirable that the principal cities should co-operate upon a uniform and equitable plan for establishing a national opera, Resolved that a National Opera Company be formed, in which each city having a local American Opera Company shall be represented by directors in promotion to its capital, and have proportionate ownership and voice in its direction; Revised that the present American Opera Company, Limited, will co-operate in this movement by appropriate reorganization, transferring its property to the National Company; and Resolved that a local company be formed for New York city on the same basis in the National Company as the local American Opera Companies in all the other cities.'

In pursuance of these resolutions, the National Opera Company was organized, under the laws of New Jersey, with a capital stock of $500,000, and a certificate of organization was filed in the office of the secretary of state on November 26 1886. At a meeting of stockholders of the American Company on November 29, 1886, two contracts, which had been approved at a meeting of the directors on the 22d, were submitted. One of these contracts provided for a lease of the entire property of the American Company to the National Company for one year for $25,000, and the other provided for the sale of the same property to the National Company, at any time within one year, for $375,000, namely, the $25,000 already referred to as rental, and $350,000, to be paid, either in cash, or the stock of the National Company at its par value. On the last-named day, namely, November 29th, at a meeting of the directors of the National Company, a resolution was adopted approving of the proposed agreements, and authorizing and directing the executive committee to pay the $25,000 under the lease, and take possession of the property. The lease was accordingly executed by the officers of the respective companies on the same day, and on the following day the optional agreement was also executed. All the costumes, scenery, and other property of the American was embraced in the lease, and the National undertook to perform all the contracts of the American, and for that purpose continued in its service the employes, singers, artists, etc., of the American. The capital stock of the American was $250,000, and with a few exceptions its stockholders and officers became...