Satterthwaite v. Eastern Bankers Corp.

154 A. 475, 17 Del. Ch. 310, 1931 Del. Ch. LEXIS 51

Opinion

The Chancellor

held that the claim for refund could not be expected to be pressed with confidence in its merits by the present officers and directors who, if the facts upon which the merits of the claim for refund rest are true, were guilty of so manipulating the corporation’s financial showing as to make a false appearance of profits out of which dividends were declared by them; that the defendant is entitled to have the merits of the claim for refund intelligently and sincerely urged before the commissioner to the end that resort to suit for collection of the overpaid taxes with its necessary expense and delay might possibly be avoided; and that it would not be reasonable to permit the fate of the claim for refund to be :left under the possibility of' a withdrawal by the officers and directors whose personal interests were in opposition to it. Accordingly an order appointing a receiver pendente lite was entered.