Gallaher v. Texagon Mills, Inc.

S.D. New York

Gallaher v. Texagon Mills, Inc.

67 F. Supp. 845, 1946 U.S. Dist. LEXIS 2248

CourtDistrict Court, S.D. New York

DecidedJuly 22, 1946

StatusPublished

Cited by4 cases

This text of 67 F. Supp. 845 (Gallaher v. Texagon Mills, Inc.) is published on Counsel Stack Legal Research, covering District Court, S.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Gallaher v. Texagon Mills, Inc., 67 F. Supp. 845, 1946 U.S. Dist. LEXIS 2248 (S.D.N.Y. 1946).

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Opinion

KNOX, District Judge.

Under the law of New Jersey, the director'.of a corporation whose interest in a matter disqualifies him from voting upon a resolution concerning the same, cannot be counted for the purpose of ascertaining whether a quorum is present when the vote is taken. A director so disqualified by personal interest loses, pro hac vice, his character as director and so cannot be counted. Enright-v. Heckscher, 2 Cir. 240 F. 863, 872,

By a parity of reasoning, I should think that the officers and directors of a corporation against which they have instituted suit should not be permitted, in effect, to deprive the defendant of a defense that may be sufficient to defeat the action. In order that no such result may come about, the officers and directors of the defendant who believe that the corporation has a valid defense should be permitted to protect its rights, and to do so, in the name of the corporation. See Warwick Sport-wear Co .v. Simons, Sup., 13 N.Y.S.2d 321 and In re Bernheimer, Sup., 43 N.Y.S.2d 300.

For this reason, I think the authority under which the defendant’s attorneys come into court is sufficient.

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KNOX, District Judge.

Under the law of New Jersey, the director'.of a corporation whose interest in a matter disqualifies him from voting upon a resolution concerning the same, cannot be counted for the purpose of ascertaining whether a quorum is present when the vote is taken. A director so disqualified by personal interest loses, pro hac vice, his character as director and so cannot be counted. Enright-v. Heckscher, 2 Cir. 240 F. 863, 872,

By a parity of reasoning, I should think that the officers and directors of a corporation against which they have instituted suit should not be permitted, in effect, to deprive the defendant of a defense that may be sufficient to defeat the action. In order that no such result may come about, the officers and directors of the defendant who believe that the corporation has a valid defense should be permitted to protect its rights, and to do so, in the name of the corporation. See Warwick Sport-wear Co .v. Simons, Sup., 13 N.Y.S.2d 321 and In re Bernheimer, Sup., 43 N.Y.S.2d 300.

For this reason, I think the authority under which the defendant’s attorneys come into court is sufficient.

Eastern Oklahoma Television Company, Inc., an Oklahoma Corporation, and Clear-Vue, Inc., an Oklahoma Corporation, (Plaintiffs Below) v. Ameco, Inc., a Corporation (Defendant and Third-Party Below) v. Jack Eldridge, Thomas E. Kemp and Troy O. Melton, (Third-Party Below) v. Bill Hoover, (Intervenor Below)

437 F.2d 138 (Third Circuit, 1971)

Eastern Oklahoma Television Co. v. Ameco, Inc.

437 F.2d 138 (Tenth Circuit, 1971)

Application of Roy L. Shapiro for a Writ of Habeas Corpus. United States of America

392 F.2d 397 (Third Circuit, 1968)

France Packing Co. v. Dailey

166 F.2d 751 (Third Circuit, 1948)

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67 F. Supp. 845, 1946 U.S. Dist. LEXIS 2248, Counsel Stack Legal Research, https://law.counselstack.com/opinion/gallaher-v-texagon-mills-inc-nysd-1946.

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