Sanders v. Wonderland Amusement Co.

Appellate Division of the Supreme Court of New York

Sanders v. Wonderland Amusement Co.

172 A.D. 713, 158 N.Y.S. 433, 1916 N.Y. App. Div. LEXIS 5966

CourtAppellate Division of the Supreme Court of the State of New York

DecidedApril 14, 1916

StatusPublished

Cited by1 cases

This text of 172 A.D. 713 (Sanders v. Wonderland Amusement Co.) is published on Counsel Stack Legal Research, covering Appellate Division of the Supreme Court of the State of New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Sanders v. Wonderland Amusement Co., 172 A.D. 713, 158 N.Y.S. 433, 1916 N.Y. App. Div. LEXIS 5966 (N.Y. Ct. App. 1916).

Pincite

Opinions

Page, J.:

I think the judgment should be affirmed. The express contract was between Morris and Proctor and the corporation cannot take advantage of it on the theory of Lawrence v. Fox (20 N. Y. 268) because there was no obligation between Morris and the company.

This was unissued stock, not treasury stock, i. e., stock which had been duly issued and turned back into the treasury of the company. The stock was not legally issued. It could only be issued for cash or labor or property which it concededly was not. It was not issued on subscription for no subsóription was made and ten per cent was not paid. (See Stock Oorp. Law [Consol. Laws, chap. 59; Laws of 1909, chap. 61], §§ 53, 55.) While the delivery and acceptance of treasury stock would raise an implied obligation to pay, no such obligation, as I understand, is raised by the delivery of certificates of unissued stock to one man on the request of a third. It was pursuant to the agreement between Morris and the defendant that the stock was issued and not at the instance and request of the defendant. As between the company and the defendant there was no obligation, express or implied, to pay for the stock to the company.

Laughlin and Scott, JJ., concurred; Clarke, P. J., and Smith, J. dissented.

Free access — add to your briefcase to read the full text and ask questions with AI

Page, J.:

I think the judgment should be affirmed. The express contract was between Morris and Proctor and the corporation cannot take advantage of it on the theory of Lawrence v. Fox (20 N. Y. 268) because there was no obligation between Morris and the company.

This was unissued stock, not treasury stock, i. e., stock which had been duly issued and turned back into the treasury of the company. The stock was not legally issued. It could only be issued for cash or labor or property which it concededly was not. It was not issued on subscription for no subsóription was made and ten per cent was not paid. (See Stock Oorp. Law [Consol. Laws, chap. 59; Laws of 1909, chap. 61], §§ 53, 55.) While the delivery and acceptance of treasury stock would raise an implied obligation to pay, no such obligation, as I understand, is raised by the delivery of certificates of unissued stock to one man on the request of a third. It was pursuant to the agreement between Morris and the defendant that the stock was issued and not at the instance and request of the defendant. As between the company and the defendant there was no obligation, express or implied, to pay for the stock to the company.

Laughlin and Scott, JJ., concurred; Clarke, P. J., and Smith, J. dissented.

Cite This Page — Counsel Stack

Bluebook (online)

172 A.D. 713, 158 N.Y.S. 433, 1916 N.Y. App. Div. LEXIS 5966, Counsel Stack Legal Research, https://law.counselstack.com/opinion/sanders-v-wonderland-amusement-co-nyappdiv-1916.

Opinions

Related

Cite This Page — Counsel Stack