Pew Abic Mining Company v. Mason Marcus

STATEMENT BY MR. JUSTICE BREWER.

These cases spring out of the same litigation, and may be considered together. The preliminary facts are these: On April 4, 1853, the Pewabic Mining Company was organized as a corporation or mining copper, under the laws of the state of Michigan. The term of the corporation was for 30 years, and expired April 4, 1883, The capital stock at that time consisted of 40,000 shares of $25 each. Notwithstanding the termination of the life of the corporation, the directors then in office continued its business without change. On March 26, 1884, at a meeting of the stockholders, by a vote of 27,919 against 6,754 shares, the directors were authorized to dispose of the property at a sum not less than $50,000, and a sale was directed to be made to a new corporation, to be organized on the basis of 40,000 shares, the shares in the old to be exchanged in full payment for shares in the new, the stockholders in the old, not electing to join the new, to receive their pro rata interest in money. The present appellees were stockholders in the old corporation, owning 2,650 shares, and protested against these resolutions. A new corporation was organized, but, before the transfer had been made, the appellees filed their bill in the circuit court of the United States for the western district of Michigan, the purpose of which was to enjoin the proposed transfer of the property of the old to the new corporation, and to have it sold at public auction, and the proceeds divided ratably among the stockholders. This bill was filed March 31, 1884. On final hearing a decree was entered sustaining the prayer of the bill, and directing a sale of the property at public vendue, for cash, to the highest bidder, and referring the cause to Peter White as special master, with power to ascertain the assets and debts of the mining company, and directing that, after ascertaining and making report thereof to the court, he should proceed to sell the property at public vendue. 25 Fed. Rep. 882.

From that decree an appeal was taken, and thereafter this court sustained the decree so far as it ordered a sale. In reference to the accounting before the master, it, however, directed that it should be widened so as to include the proceedings of the directors since the dissolution of the corporation. The opinion of this court was announced January 13, 1890. 133 U.S. 50, 10 Sup. Ct Rep. 224. The mandate was issued February 6, and was filed in the circuit court on March 14, 1890. In the execution of the decree a sale was made by the master on the 24th of January, 1891,-more than a year after its affirmance by this court,-the purchasers being Thomas Henry Mason and William Hart Smith, two of the original plaintiffs, and the price paid being $710,000. The sale was confirmed; and to set aside the confirmation and to open the sale were the matters sought to be accomplished by the three appeals taken in these two cases.

[Statement of Case from pages 351-354 intentionally omitted]

''Thos. H. Talbot, R. M. Morse, Jr., I. L. Stackpole, and Chas. E. Hellier'', for appellants.

[Argument of Counsel from pages 354-355 intentionally omitted]

Don M. Dickinson and Alfred Russell, for appellees.

Mr. Justice BREWER, after stating the facts in the foregoing language, delivered the opinion of the court.