Fell v. Securities Co. of North America

Citations

• 11 Del. Ch. 101
• 97 A. 610
• 1916 Del. Ch. LEXIS 20

Syllabus

<p>Where, as between bondholders who borrowed money from the company and those who did not, there was a common venture as to a profit fund, the amount thereof for distribution among the bondholders being dependent upon various things, the borrowing bondholders were not entitled to an equitable set-off in receivership proceedings.</p> <p>Where the general reserve fund of a company was created and maintained for the redemption or payment of its bonds as they severally matured, because the company had agreed with the bondholders to do so in unmistakable terms, the bondholders, though the company paid interest, were entitled to have the fund applied to their claims alone against the assets of the company, in receivership proceedings upon dissolution.</p> <p>Where the affairs of a corporation are being wound up by a receiver, the latter may terminate executory contracts, existing at his appointment, without increasing the liability of the estate by reason of a further nonperformance.</p> <p>Where a company, has prior to the appointment of a receiver broken its executory contract, the injured party is not deprived of his rights to a remedy for the breach as against the assets of the company in the hands of the receiver.</p> <p>Where an investment company issued bonds agreeing to use the money received in monthly payments therefor so as to be able to pay the bonds at maturity, and also pay profits, if any were derived from certain sources, the bondholders’ measure of damages, under the circumstances, upon the company’s breach and insolvency, is the amount paid by them, with legal interest from the time of payment.</p> <p>Where an investment company issued bonds, agreeing with all the holders to use the money received so as to be áble to pay the bonds at maturity, and also, with several classes of holders, to pay, not only the face of the bonds at maturity, but also an additional sum equal to the interest on each installment of payment at varying percentages, upon the compa