Alpha Portland Cement Co. v. Schratweiser

Second Circuit

Alpha Portland Cement Co. v. Schratweiser

221 F. 258, 137 C.C.A. 111, 1915 U.S. App. LEXIS 1328

CourtCourt of Appeals for the Second Circuit

DecidedFebruary 9, 1915

DocketNo. 163

StatusPublished

Cited by4 cases

This text of 221 F. 258 (Alpha Portland Cement Co. v. Schratweiser) is published on Counsel Stack Legal Research, covering Court of Appeals for the Second Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Alpha Portland Cement Co. v. Schratweiser, 221 F. 258, 137 C.C.A. 111, 1915 U.S. App. LEXIS 1328 (2d Cir. 1915).

Pincite

Opinion

PER CURIAM.

It seems unnecessary to add anything to Judge Chatfield’s discussion of the questions presented. We fully concur in his conclusions. The section relied on provides that a holder of stock not fully paid shall be liable to creditors for the amount unpaid on the stock, provided the debts were contracted while he held the stock. Full-paid stock may be issued for property as well as for cash, atid in the absence of fraud in the transaction the judgment of the directors as to the value of the property pitrehased is made conclusive. by the statute. We concur with the District Court in the finding that no fraud is shown.

It is contended here that, irrespective of any intentional fraud, the statute requires an honest exercise of judgment by the directors as to the value of the property purchased at the time of its purchase. Part of this property consisted of patent rights, and it is contended that the directors did not appraise their value. The evidence fails to sustain this last proposition. The value of a patent is in its nature speculative. What it might be worth years after its purchase is of very little probative force, as many causes affect the value of such property. In this ease no one would have anticipated that the board of underwriters of New York would make a change in their requirements as to fireproof construction which would make a business conducted under the protection of these patents unprofitable. The directors had no personal knowledge of the value of patents, but the testimony satisfies us that they had before them the opinions of others which might be expeded to be reasonably conservative, and that they exercised their judgment as to the amount of stock which should be issued for the whole property honestly and fairly.

The decree is affirmed, with costs.

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PER CURIAM.

It seems unnecessary to add anything to Judge Chatfield’s discussion of the questions presented. We fully concur in his conclusions. The section relied on provides that a holder of stock not fully paid shall be liable to creditors for the amount unpaid on the stock, provided the debts were contracted while he held the stock. Full-paid stock may be issued for property as well as for cash, atid in the absence of fraud in the transaction the judgment of the directors as to the value of the property pitrehased is made conclusive. by the statute. We concur with the District Court in the finding that no fraud is shown.

It is contended here that, irrespective of any intentional fraud, the statute requires an honest exercise of judgment by the directors as to the value of the property purchased at the time of its purchase. Part of this property consisted of patent rights, and it is contended that the directors did not appraise their value. The evidence fails to sustain this last proposition. The value of a patent is in its nature speculative. What it might be worth years after its purchase is of very little probative force, as many causes affect the value of such property. In this ease no one would have anticipated that the board of underwriters of New York would make a change in their requirements as to fireproof construction which would make a business conducted under the protection of these patents unprofitable. The directors had no personal knowledge of the value of patents, but the testimony satisfies us that they had before them the opinions of others which might be expeded to be reasonably conservative, and that they exercised their judgment as to the amount of stock which should be issued for the whole property honestly and fairly.

The decree is affirmed, with costs.

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Bluebook (online)

221 F. 258, 137 C.C.A. 111, 1915 U.S. App. LEXIS 1328, Counsel Stack Legal Research, https://law.counselstack.com/opinion/alpha-portland-cement-co-v-schratweiser-ca2-1915.

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