Chambers v. McKee

Citations

• 185 Pa. 105
• 39 A. 822
• 1898 Pa. LEXIS 677

Syllabus

<p>Arbitration — Award—Mistake of fact.</p> <p>Where one of two arbitrators soon after an award has been made, and before any action has been taken upon it by either party, notifies the parties that his assent to the award had been given under the influence of an important mistake of fact, and that he does not assent to it, the award cannot be enforced either at law or in equity.</p> <p>Arbitration — Mistake of fact — Award—Corporation—Costs.</p> <p>Where arbitrators are appointed to settle a dispute between a corporation and a partnership, and after the award has been made, one of the arbitrators notifies the corporation that the award was assented to by him under a mistake of fact, and that he does not assent to it, and the board of directors, notwithstanding the notice, and against the protest of some of its members, settle upon the basis of the award, a stockholder of the corporation is bound by the action of the board, unless it appears that the directors acted in bad faith, and knowingly and intentionally disregarded the interests of the stockholders.</p> <p>Where a bill is filed by a stockholder against a corporation, its officers and a partnership, of which some of the officers of the corporation are members, alleging that, in a settlement, the board of directors fraudulently favored the partnership, to the detriment of the stockholders of the corporation, and the court below finds that there was no fraud on the part of the directors, although their act was detrimental to the interests of the stockholders, the Supreme Court, in affirming the decree of the lower court, will not impose all the costs upon the plaintiff, but will make such distribution of them as justice to all the parties and equity require.</p>