Koehler v. St. Mary's Brewing Co.

Citations

• 228 Pa. 648
• 77 A. 1016
• 1910 Pa. LEXIS 541

Syllabus

<p>Corporations — Sales—Sale of franchise and property — Inadequate price —Stockholders—-Rights of minority — Fraud —Equity—Injunction.</p> <p>1. Under the Act of April 17, 1876, P. L. 30, a corporation has the absolute power to sell and convey its franchises and assets for a price or consideration fixable by the corporation as exercised through the votes of the majority of its stockholders, and a court will not set aside such a sale for mere inadequacy of price or enjoin the same where it is not shown affirmatively that the majority of the stockholders acted fraudulently or coUuaively to deprive the minority stockholders of a fair distributive share of the proceeds of the sale.</p> <p>2. A minority stockholder objecting to a sale of the corporation’s franchise and property under the Act of April 17, 1876, P. L. 30, cannot be compelled to take anything but cash or its equivalent for his interest in the purchase price, and where the equivalent is a promise to pay, it must be a promise to pay within a reasonable time properly secured.</p> <p>3. Where one brewery corporation sells to another its franchises and property as authorized by the act of 1876, a minority stockholder objecting to the sale cannot be compelled to take for his stock bonds of the purchasing brewing company running for thirty years and secured only by a mortgage on the brewery plant.</p>