Smith v. Eastwood Wire Mfg. Co.
| Decision Date | 08 June 1899 |
| Citation | 43 A. 567,58 N.J.E. 331 |
| Parties | SMITH v. EASTWOOD WIRE MFG. CO. |
| Court | New Jersey Court of Chancery |
Action by Charles Smith against the Eastwood Wire Manufacturing Company. Complainant applies for a preliminary injunction. Refused.
L. D. H. Gilmour, for complainant.
Frank H. Sommer, for defendant.
EMERY, V. C. Complainant, who holds GO out of a total of 320 shares in the defendant company, files a bill to enjoin defendant company from continuing its corporate existence beyond the time limited by its original certificate. It was organized under the general corporation law on February 18, 1880, and in the certificate the duration of the corporate existence was fixed at 20 years, and to terminate on February 19, 1900. By the corporation act in force at the time of the organization (Act April 7, 1875, § 11; Revision, p. 180), the period of existence was limited to 50 years; and by a supplement to this act, passed April 21, 1876 (Supp. Rev. 150), also then in force, it was made lawful for any corporation before or afterwards created, at any time before the expiration of the period named in its certificate, to file a certificate under its seal, attested by its presiding officer, declaring its desire to extend the period of corporate existence for any time mentioned, not exceeding 50 years, and, upon the making and filing of this certificate, it is provided in section 2 that the period of existence shall be extended as declared in the certificate, as fully as if the said period had been named in the original certificate. No special method in which the corporation was to take action extending its existence was provided in this act, or by any other act, until the Revision of 1896, c. 185, § 27, provided that the extension should be made by the passage of a resolution of the board of directors, declaring the change advisable, and calling a meeting of the stockholders upon notice, and, upon two-thirds of the stockholders voting in favor of the extension, a certificate to that effect is to be signed by the president and secretary, under seal, and, after acknowledgment, to be filed in the office of the secretary of state. It is further provided that upon so filing this certificate the original certificate of incorporation shall be deemed to be amended accordingly. In the present case the proceedings for the extension of the corporate existence for 50 years from the time limited in the original certificate have been taken under this section, the resolution of the board duly passed, the meeting of stockholders held, and the extension authorized by a vote of 260 shares (all of the shares except compla...
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Drew v. Beckwith, Quinn & Co.
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...stock. The longevity of corporate existence "is a matter which prima facie concerns the state only * * *." Smith v. Eastwood Wire Mfg. Co., 58 N.J.Eq. 331, 43 A. 567, 568. See also Holekamp, supra; Drew, supra; Keetch v. Cordner, 90 Utah 423, 62 P.2d 273, 108 A.L.R. 52. And as stated in 18 ......
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... ... Messrs ... Kibbey, Bennett, Gust & Smith, for Appellee ... OPINION ... [217 P. 936] ... involved and cannot be waived. Smith v. Eastwood ... Wire Mfg. Co., 58 N.J. Eq. 331, 43 A. 567. In discussing ... ...
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State at Information of Dalton ex rel. Holekamp v. Holekamp Lumber Co., 30388
...the date of the incorporation of respondent corporation applicable to respondent corporation. A careful reading of Smith v. Eastwood Wire Mfg. Co., 58 N.J.Eq. 331, 43 A. 567, discloses that the case was one where a specific statutory act authorized extension of the corporate life. The corpo......