Titusville Oil Exchange v. Witherop

Citations

• 2 Pa. Super. 508
• 1896 Pa. Super. LEXIS 76

Syllabus

<p>Corporations — Equity powers of the court.</p> <p>Under the act of June 16, 1836, the courts have general and unlimited equity jurisdiction over corporations to be exercised in the ordinary manner in which a court of chancery acts, as the equity of the case may demand.</p> <p>Corporations — Equitable supervision of — Election to dissolve.</p> <p>The courts in the exercise of the equity powers conferred by statute may supervise the proceedings by which stockholders elect the course they will pursue in making choice of questions of policy involved in the adoption or rejection of a proposed measure, such as the dissolution of the corporation. It is manifest that in the absence of such judicial supervision great injustice might be done through irregularity, fraud or violence with no adequate remedy at law.</p> <p>Corporations — Dissolution—Methods necessary to be observed.</p> <p>In a matter so vital to' a corporation as its dissolution it is not too much to say that the proceedings should be, at least, as deliberate and orderly and with as full opportunity for participation by the stockholders as on an election of officers, or on the question of an increase or reduction of capital stock or an issue of preferred stock.</p> <p>With respect to notice while no more may be demanded than is fixed by the act of April 4, 1872, P. L. 40, in the absence of a definite period of notice, the shortest notice of election for any purpose directed by later statutes reasonably indicates the necessary minimum period.</p> <p>With respect to proceedings of the judges the statutory requirements in relation to other elections apply with equal force.</p> <p>The balloting must be conducted with all fairness so as to give every stockholder the opportunity of voting, to insui-e that only legal voters vote, that votes are fairly counted and that the record of the election shows the result of the ballot.</p> <p>Corporations — Dissolution—Practice, Eq. — Final decree.</p> <p>The act of April 9,