Merchants Union Trust Co. v. New Philadelphia Graphite Co.

Citations

• 10 Del. Ch. 155
• 87 A. 1022
• 1913 Del. Ch. LEXIS 14

Syllabus

<p>While amendments of a bill are frequently granted when the demurrer goes to matters of form only, or where there is some defect as to parties, when on demurrer to the whole bill it is dismissed on the merits for want of equity, the bill is out of court, and complainant will not be permitted to present an entirely different case by amendment.</p> <p>In a bill by a mortgagee against the mortgagor’s grantee and his lessees to recover rent and royalties stipulated for in the lease, allegations of the existence of a second mortgage, and that the record of the mortgages was notice to all the world, did not tend to show such privity between the grantee and its lessees and the mortgagee as entitled the mortgagee to the relief sought.</p> <p>That a conveyance by a mortgagor was expressly made under and subject to the mortgages did not create such privity between the mortgagee and the grantee as entitled the mortgagee to maintain a suit against the grantee and its lessees to recover the rent and royalties stipulated for in the lease.</p> <p>That part of the consideration for a conveyance by a mortgagor was the issuance by the grantee to the mortgagor’s stockholders of preferred stock in the grantee corporation, that as a part of the same consideration the stockholders of the grantor surrendered their stock, receiving in lieu thereof stock in the grantee, and that the deed conveyed all the property of the grantor corporation which thereupon ceased to do business, did not create any such privity between the mortgagee and the grantee as entitled it to maintain a suit against the grantee and its lessees to recover the rent and royalties stipulated for in the lease.</p> <p>In a bill by a mortgagee against the mortgagor’s grantee and its lessees to recover rent and royalties stipulated for in the lease, allegations that it was the intention of the parties to the conveyance that the grantee should succeed to all the obligations and liabilities of the mortgagor, and that the grant