Cohen v. Big Stone Gap Iron Co.

Citations

• 111 Va. 468
• 69 S.E. 359
• 1910 Va. LEXIS 70

Syllabus

<p>1. Cobpobations — Sale of Property. — In tbe absence of legislative or charter restrictions, a private corporation has the right, toy the action of a majority of its stockholders, to sell all of its property, and this right is commensurate with that of an individual.</p> <p>2. Estoppel — Liability for Losses — Rights of Innocent Parties Among Themselves. — Where one of two innocent parties, that is, parties each guiltless of an intentional moral wrong, must suffer a loss, it must be borne by that one who by his conduct, acts or omissions, has rendered the injury possible.</p> <p>3. Cobpobations — Pledge of Stock — Right of Pledgor to Vote — Rights of Third Persons. — In the absence of any evidence to the contrary, the pledgor of stock, which continues to stand in his name on the books of the company, has the right to vote the stock at corporate meetings, and his acts in that respect are binding upon the pledgee as between him and the pledgor as to any matter within the express or implied powers of the company, if done in good faith; and whether done in good faith or not, are binding on the pledgee as to an innocent third party who would be prejudiced by setting aside or annulling a contract entered into by such plédgor in union with the other stockholders. As against innocent third persons, the stockholder of record is the owner of stock until a transfer out of his name, and-the assignee must abide by his action in the management of corporate affairs.</p> <p>4. Cobpobations — Fraudulent Conveyance of Property — Right of Pledgor to Vote — Right of Pledgee — Innocent Creditors of Purchaser. — A pledgee of stock who had the right to sell it without notice and to become the purchaser at the sale, but who refrained from doing so, and allowed the stock to stand in the name of the pledgor for seven years, during all which time he participated in the management and control of the company and finally voted with other stockholders for the sale of all of its property, will