Ringler v. Atlas Portland Cement Co.

• Decision Date: 19 May 1930
• Docket Number: 220
• Citation: 151 A. 815,301 Pa. 176
• Parties: Ringler, Appellant, v. Atlas Portland Cement Co. et al
• Court: Pennsylvania Supreme Court

151 A. 815

301 Pa. 176

Ringler, Appellant, v. Atlas Portland Cement Co. et al

No. 220

Supreme Court of Pennsylvania

May 19, 1930

Argued April 23, 1930

Appeal, No. 220, Jan. T., 1930, by plaintiff, from decree of C.P. No. 4, Phila. Co., Dec. T., 1930, No. 10244, dismissing bill in equity, in case of Ida L. Ringler v. Atlas Portland Cement Co., Fidelity-Philadelphia Trust Co. and United States Steel Corporation. Affirmed.

Bill to restrain sale of corporate assets. Before FINLETTER, P.J and BROWN, J.

The opinion of the Supreme Court states the facts.

Bill dismissed in opinion by FINLETTER, P.J. Plaintiff appealed.

Error assigned, inter alia, was decree, quoting record.

The order appealed from is affirmed at cost of appellant.

Paxson Deeter, for appellant.

H. S Drinker, Jr., with him Philip Wallis and Dickson, Beitler & McCouch, for appellee.

Before MOSCHZISKER, C.J., FRAZER, WALLING, SIMPSON, KEPHART, SADLER and SCHAFFER, JJ.

OPINION

PER CURIAM:

In affirming the order dismissing plaintiff's bill, we adopt the following excerpts from the opinion of the court below: "Plaintiff . . ., owner of 100 shares of stock of the Atlas Portland Cement Co., . . . asks that the company be restrained from selling its assets, . . . first, because, she says, the stockholders' meeting was not advertised for sixty days. Apart from some specific statutory requirement, 'A corporation has full power to alienate its property, unless restricted by its charter. Ownership of property carries with it the same general power of disposition in corporations as in individuals, except where that power is restrained by statute or by consideration of public policy': Maxler v. Freeport Bank, 275 Pa. 510, 513.

"Plaintiff has cited all of the statutes relating to notice of corporate action. The nearest approach to an act dealing with notice of a proposed sale of assets is the Act of 1874, P.L. 73, section 23, as amended by section 5 of the Act of 1876, P.L. 30 [and the Act of June 2, 1915 P.L. 724, section 1]. This, however, regulates the sale of franchises and assets by one Pennsylvania corporation to another, involving the dissolution of the selling corporation. It has no bearing upon the instant case, in which the sale of assets only is involved. If it had any application to such action it would have applied also to the sale that was approved by the Supreme Court in Maxler v. Freeport Bank, supra, where the interval between notice and sale was . . . less than six weeks. [As] said also in Halpern v. Grabosky, 296 Pa. 108, [112] . . . 'the minority interest of a stockholder cannot prevent a sale, even in a solvent corporation, unless there is fraud or collusion, and this is so though no notice be given him of such sale.' There is no allegation here of fraud, and we may add no allegation of any violation of the company's by-laws.

"[Plaintiff's] reference to the Act of May 10, 1927, P.L. 879, is not in point. This act...