Geddes v. Anaconda Copper Mining Co.

Citations

• 197 F. 860
• 1912 U.S. Dist. LEXIS 1499

Syllabus

<p>1. Corporations (§ 401*) — Contracts—Common Officers — Validity.</p> <p>Contracts between corporations having a common director, while not prohibited, are voidable, imposing the burden, on those' who would sustain them, to prove by clear and satisfactory evidence that they are en- . tirely fair and free from wrong.</p> <p>[Ed. Note. — For other'cases, see Corporations, Cént. Dig. §§ 1363, 1364, 1595; Dec. Dig. § 401.*]</p> <p>2. Corporations (§ 189*) — Sale of Assets — Minority Stockholders — Right to Injunction.</p> <p>Where two corporations had a common director who largely controlled their management, a proposition to sell all the assets of one of them to the other in consideration of $1,300,000 of the buying corporation’s capital stock was prima facie voidable at the instance of minority stockholders of the selling company who were entitled to an injunction restraining the completion of the transaction until it was proved by the buying company’s officers that the transaction was fair and free from fraud after a disclosure of all their knowledge concerning the selling company’s property.</p> <p>[Ed. Note. — For other cases, see Corporations, Cent. Dig. §§ 706-722; Dec. Dig. § 189.*</p> <p>' Rights of minority stockholders as to management of corporate affairs, see note to Wheeler v. Abilene Nat. Bank Bldg. Co., 89 C. C. A. 482.]</p>