Prall v. U.S. Leather Co.

• Decision Date: 18 October 1928
• Docket Number: No. 208.,208.
• Citation: 143 A. 382
• Parties: PRALL et al. v. UNITED STATES LEATHER CO.
• Court: New Jersey Supreme Court

143 A. 382

PRALL et al.

v. UNITED STATES LEATHER CO.

No. 208.

Supreme Court of New Jersey.

Oct. 18, 1928.

Certiorari by Horace G. Prall and others against the United States Leather Company to review an order confirming report made by appraisers. Order confirmed.

Argued October term, 1928, before MINTURN, BLACK, and CAMPBELL, JJ.

Walter L. McDermott and Henry W. Runyon, both of Jersey City, and Walter E. Godfrey and Aaron H. Marx, both of New York City, for prosecutors.

Pitney, Hardin & Skinner and Waldron M. Ward, all of Newark, for defendant.

PER CURIAM. The certiorari in this case was allowed to review an order made in the Hudson County Circuit Court. The order was dated February 3, 1928. It confirmed a report made by three appraisers appointed by the court to appraise preferred shares of stock owned by the prosecutors in the United States Leather Company at $71 per share.

The proceedings are pursuant to section 108 of the General Corporation Act of N. J., P. L. 1896, p. 312, P. L. 1902, p. 700, as amended by P. L. 1920, p. 284. That statute provides:

"Upon the merger or consolidation of any two or more corporations, which do not have the right to exercise any franchise for public use, into a single corporation," etc. For the appointment of three disinterested appraisers to appraise the full market value of his stock without regard to any depreciation or appreciation thereof in consequence of the said merger or consolidation."

The question presented for solution, Have the appraisers fully performed the duty laid upon them by the statute? The prosecutors' alleged grievance is they have not, while the defendant argues the contrary, and cite in support thereof the appraisers' report dated January 20, 1928, and the order of confirmation by the Circuit Court dated February 3, 1928. It is also argued that this court is bound by the decision of the Court of Errors and Appeals in the case of Matter of Capital Stock of Morris Canal & Banking Co., 141 A. 784. While it is true that the proceedings in that case were under a different statute, viz. P. L. 1923, p. 210, § 7, and the facts are also somewhat dissimilar, the statute in that case provides:

"Three commissioners or appraisers to appraise the full market value of said stock and what damages, if any, should be assessed for the taking of same."

The extent and scope of the decision in that case is sufficiently comprehensive to include this case, although, under a different statute, the method...