Hoffard v. Williams Shoe Co.

Citations

• 95 Ohio St. (N.S.) 376

Syllabus

<p>Rights of dissatisfied stockholders — In sale of entire corporation property — Holders of common stock issued gratuitously — No right of recovery inter se, when — Defenses available to defendant corporation — Sections 8710 to 8718, General Code.</p> <p>1. In an action to recover the amount of an award made by arbitrators in favor of dissatisfied stockholders of a corporation, the assets of which have been sold as an entirety, such sale and award having been made under the provisions of Sections 8710 to 8718, inclusive, General Code, the defense of legal defect appearing on the face of .the award is available to the defendant corporation.</p> <p>2. Holders of common stock issued gratuitously to holders of preferred stock in a corporation have no right of recovery inter se by reason merely of the fact that the proportions of the holdings of the common stock thus donated by the corporation are unequal in amount.</p> <p>3. Such holders of bonus stock are in pari delicto, and, unless the existence of some special facts or circumstances tantamount to fraud be shown, there can be no recovery by stockholders whose ownership of such bonus stock is proportionately less against their fellow stockholders whose ownership is proportionately greater.</p>