Glymont Improvement & Excursion Co. v. Toler

Citations

• 80 Md. 278
• 30 A. 651
• 1894 Md. LEXIS 121

Syllabus

<p>Corporations — Acceptance of Charter — Changing one Corporation with. Another — Acquiescence of Shareholder — Surrender of Stock — Organization without the State.</p> <p>Where a corporation is formed under the general law, no further proof is required to show that the persons who signed the articles and applied for the charter have accepted the same, than their compliance with the provisions of the statute.</p> <p>The stockholders of a certain corporation, instead of amending their charter in the manner agreed upon by all of them, including the defendant, applied for and obtained a new charter, identical in terms with the proposed amendment, and differing but little from the old . charter. In adopting the new charter, the trustees were directed to convey the property of the old company to the new one upon the latter’s assuming all liabilities and issuing to each shareholder of the former company a certificate of stock in the new company equal to his paid up stock in the old company. The new company was first formally organized in the District of Columbia, but subsequently held meetings, &c., in Maryland. Defendant, the owner of certain shares of stock in the old company, refused to exchange them for stock in the new company, but he attended stockholders’ meetings, took part in the discussions, and objected to the exchange of his stock on account of his opposition to some of the officers of the new company. Held,</p> <p>ist. That the transaction in this case did not amount to a sale of the property of one corporation to another foreign corporation in exchange for its stock.</p> <p>2nd; That although the new company may have been first organized in the District of Columbia, yet a subsequent organization in this State and operations under the charter render the same valid.</p> <p>3rd. That by his conduct the defendant must be treated as having assented to the acceptance of the new charter by the stockholders, with the knowledge that such acceptance was upon the cond