Conant v. National Ice Co.

The Superior Court of New York City

Conant v. National Ice Co.

8 Jones & S. 83

CourtThe Superior Court of New York City

DecidedAugust 3, 1875

StatusPublished

This text of 8 Jones & S. 83 (Conant v. National Ice Co.) is published on Counsel Stack Legal Research, covering The Superior Court of New York City primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Conant v. National Ice Co., 8 Jones & S. 83 (N.Y. Super. Ct. 1875).

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Opinion

By the Court.—Sedgwick, J.

If we look to the findings of fact made by the learned judge, or to the testimony in the case, we see that the defendant made no contract of its own with the plaintiff to deliver stock to him. At best for plaintiff, the defendant assumed the liability of another corporation upon a contract made by the other corporation with the plaintiff, to deliver its stock to him. Manifestly the plaintiff’s rights relate only to that stock. The name of the other company was the National Ice Company. But the plaintiff here.obtained a judgment which is based upon his having a right to the stock of the present defendant. As there was no evidence of any contract, in relation to the defendant’s stock, I think there should be a new trial.

If the individuals who organized the defendant were the same who organized the National Ice Company ; if that company transferred all its property to the defendant, and the defendant had no other property ; if the offices were the same, and filled by the same persons ; if the seal of one was used by the other as its seal; if in all other respects the two companies were alike, the National Ice Company would maintain [86]*86its existence, and its capital stock could not be the capital stock of the defendant.

If the first company has performed and delivered its stock to the plaintiff, I think there would be no claim, that he, because of his having the stock, would be entitled to the same number of shares in the defendant’s stock. But now he is not entitled to more than the legal rights that arise to him from an executory contract to deliver that stock.

This result makes it unnecessary to examine whether the present action is one in equity or at law, and in what way the parties’ rights are affected by its being the one or the other. In the new trial granted, the parties can take positions so definite, that there will be no doubt on this point. If we are correct in the result, the other exceptions taken in the case present questions of law that on this appeal have no practical importance, and we do not examine, or decide, them.

There should be a new trial, with costs to defendant to abide the event of the action.

Curtis, J., concurred.

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By the Court.—Sedgwick, J.

If we look to the findings of fact made by the learned judge, or to the testimony in the case, we see that the defendant made no contract of its own with the plaintiff to deliver stock to him. At best for plaintiff, the defendant assumed the liability of another corporation upon a contract made by the other corporation with the plaintiff, to deliver its stock to him. Manifestly the plaintiff’s rights relate only to that stock. The name of the other company was the National Ice Company. But the plaintiff here.obtained a judgment which is based upon his having a right to the stock of the present defendant. As there was no evidence of any contract, in relation to the defendant’s stock, I think there should be a new trial.

If the individuals who organized the defendant were the same who organized the National Ice Company ; if that company transferred all its property to the defendant, and the defendant had no other property ; if the offices were the same, and filled by the same persons ; if the seal of one was used by the other as its seal; if in all other respects the two companies were alike, the National Ice Company would maintain [86]*86its existence, and its capital stock could not be the capital stock of the defendant.

If the first company has performed and delivered its stock to the plaintiff, I think there would be no claim, that he, because of his having the stock, would be entitled to the same number of shares in the defendant’s stock. But now he is not entitled to more than the legal rights that arise to him from an executory contract to deliver that stock.

This result makes it unnecessary to examine whether the present action is one in equity or at law, and in what way the parties’ rights are affected by its being the one or the other. In the new trial granted, the parties can take positions so definite, that there will be no doubt on this point. If we are correct in the result, the other exceptions taken in the case present questions of law that on this appeal have no practical importance, and we do not examine, or decide, them.

There should be a new trial, with costs to defendant to abide the event of the action.

Curtis, J., concurred.

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Bluebook (online)

8 Jones & S. 83, Counsel Stack Legal Research, https://law.counselstack.com/opinion/conant-v-national-ice-co-nysuperctnyc-1875.