Pa. Co. for Insurances on Lives & Granting Annuities v. Cox

CourtUnited States State Supreme Court of Delaware
Writing for the CourtLAYTON, Chief Justice.
Citation199 A. 671
Decision Date19 April 1938
PartiesPENNSYLVANIA CO. FOR INSURANCES ON LIVES & GRANTING ANNUITIES et al. v. COX et al.
199 A. 671

PENNSYLVANIA CO. FOR INSURANCES ON LIVES & GRANTING ANNUITIES et al.
v.
COX et al.

Supreme Court of Delaware.

April 19, 1938.


199 A. 671

Suit in equity by Frank G. Cox and another, as receivers by appointment of the Chancellor of the State of Delaware of the Edge Moor Iron Company, and others, against the Pennsylvania Company for Insurances on Lives and Granting Annuities, a Pennsylvania corporation, and others, wherein plaintiffs sought instructions as to the distribution of the dissolved corporation's assets as between preferred and common shareholders. From a decree adverse to the contention of the common shareholders, the named defendant and others, as common shareholders, appeal.

Decree sustained.

LAYTON, C. J., HARRINGTON, RICHARDS, RODNEY and SPEAKMAN, JJ., sitting.

Reuben Satterthwaite, Jr., and William S. Satterthwaite, both of Wilmington, for Frank S. Garrett. Hugh M. Morris and Ivan Culbertson, both of Wilmington, for Pennsylvania Company for Insurances on Lives, etc., and A. Merritt Taylor, Trustees under the will of John Sellers, Jr. Robert H. Richards and Robert H. Richards, Jr. (of Richards, Layton & Finger, all of Wilmington), for appellees.

Supreme Court, No. 4, October Term, 1937. Appeal from a decree of the Court of Chancery.

Edge Moor Iron Company, a Delaware Corporation, was in process of dissolution. Frank G. Cox and John H. Shively, were, on December 18, 1935, appointed receivers by the Chancellor.

In 1919, the charter of the company was amended so as to provide for the issuance of preferred stock, the pertinent provisions of the amendment being as follows:

"The preferred stock shall primarily receive dividends, when and as declared out of the surplus or net earnings of the corporation, at the rate of six per centum per annum, payable semi-annually on the first day of April and October in each year; the dividends on the preferred stock shall be paid or set apart before any dividend

199 A. 672

shall be paid on the common stock. In the event of any liquidation or dissolution or winding up of the Company, whether voluntarily or involuntarily, the holders of the preferred stock shall be paid in full the par value of their shares with all unpaid dividends thereon to the date of such payment before any amount shall be paid to the holders of the common stock. The preferred stock shall be subject to redemption, in whole or in part, at One Hundred and Two Dollars and Fifty Cents per share on the first day of April, nineteen hundred and twenty, or on the first day of April or October at any time thereafter. If less than the whole number of preferred shares shall be redeemed at any time, the shares to be redeemed shall be selected by the treasurer of the Company by lot; or, in such other manner as the Board of Directors may determine. Both the preferred and common stock of the corporation shall be entitled to vote on all questions coming before the stockholders.

"The common stock shall be entitled to receive all other dividends that may be declared by the Board of Directors from surplus or net earnings, but no such dividends shall be payable until after the dividends shall be paid on the preferred stock."

At the time of the amendment, Section 13 of the General Corporation Law (Rev. Code 1915, Sec. 1927, as amended by 29 Del.Laws, c. 113, Sec. 7) was, in part, as follows:

"Every corporation shall have power to create two or more classes of stock, with such designations, preferences and...

To continue reading

Request your trial
7 practice notes
  • Goldman v. Postal Telegraph, Civil Action No. 342.
    • United States
    • United States District Courts. 3th Circuit. United States District Court (Delaware)
    • November 23, 1943
    ...See, too, Garrett v. Edge Moor Iron Co., 22 Del. Ch. 142, 194 A. 15, affirmed sub nom. Pennsylvania, etc., Co. v. Cox, 23 Del. Ch. 193, 199 A. 671. 8 To say that in fact they have no such knowledge is to ask the courts to indulge in a judicial paternalism that would be limitless. Fixity of ......
  • Staar Surgical Co. v. Waggoner
    • United States
    • United States State Supreme Court of Delaware
    • November 21, 1990
    ...Iron Co., Del.Ch., 194 A. 15, 18 (1937), aff'd sub nom., Pennsylvania Co. For Ins. On Lines & Granting Annuities v. Cox, Del.Supr., 199 A. 671, 673 (1938); Penington v. Commonwealth Hotel Const. Corp., 151 A. 228, 234 (1930), rev'd in part, 155 A. 514 (1931); Gaskill v. Gladys Belle Oil......
  • Cox v. Sellers
    • United States
    • Court of Chancery of Delaware
    • November 9, 1942
    ...Iron Co., supra, affirmed by the Supreme Court under the caption Pennsylvania Co. for Insurances on Lives, etc., v. Cox, 23 Del.Ch. 193, 199 A. 671, it was determined that the preferred shareholders were entitled to receive, in addition to the par value, the amount of unpaid dividends on th......
  • Cox v. Sellers
    • United States
    • Delaware Court of Chancery
    • November 9, 1942
    ...Edge Moor Iron Co., supra, affirmed by the Supreme Court under the caption Pennsylvania Co. for Insurances on Lives, etc, v. Cox, Del.Sup, 199 A. 671, it was determined that the preferred shareholders were entitled to receive, in addition to the par value, the amount of unpaid dividends on ......
  • Request a trial to view additional results
7 cases
  • Goldman v. Postal Telegraph, Civil Action No. 342.
    • United States
    • United States District Courts. 3th Circuit. United States District Court (Delaware)
    • November 23, 1943
    ...See, too, Garrett v. Edge Moor Iron Co., 22 Del. Ch. 142, 194 A. 15, affirmed sub nom. Pennsylvania, etc., Co. v. Cox, 23 Del. Ch. 193, 199 A. 671. 8 To say that in fact they have no such knowledge is to ask the courts to indulge in a judicial paternalism that would be limitless. Fixity of ......
  • Staar Surgical Co. v. Waggoner
    • United States
    • United States State Supreme Court of Delaware
    • November 21, 1990
    ...Iron Co., Del.Ch., 194 A. 15, 18 (1937), aff'd sub nom., Pennsylvania Co. For Ins. On Lines & Granting Annuities v. Cox, Del.Supr., 199 A. 671, 673 (1938); Penington v. Commonwealth Hotel Const. Corp., 151 A. 228, 234 (1930), rev'd in part, 155 A. 514 (1931); Gaskill v. Gladys Belle Oil......
  • Cox v. Sellers
    • United States
    • Court of Chancery of Delaware
    • November 9, 1942
    ...Iron Co., supra, affirmed by the Supreme Court under the caption Pennsylvania Co. for Insurances on Lives, etc., v. Cox, 23 Del.Ch. 193, 199 A. 671, it was determined that the preferred shareholders were entitled to receive, in addition to the par value, the amount of unpaid dividends on th......
  • Cox v. Sellers
    • United States
    • Delaware Court of Chancery
    • November 9, 1942
    ...Edge Moor Iron Co., supra, affirmed by the Supreme Court under the caption Pennsylvania Co. for Insurances on Lives, etc, v. Cox, Del.Sup, 199 A. 671, it was determined that the preferred shareholders were entitled to receive, in addition to the par value, the amount of unpaid dividends on ......
  • Request a trial to view additional results

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT