Tuesday, November 12, 2013

Business Cases from the Last 11/12/13

Today is November 12, 2013, or 11/12/13.   (It also happens to be my 43rd birthday.  Yay me.) 

In honor of the unique date, I decided to take a look at some business cases from the most recent prior 11/12/13.  I found a couple of  interesting passages.  One case, Cotten v. Tyson, 89 A. 113, 116 (Md. Nov. 12, 1913),  provides a good overview of some basic corporate principals: 

[1] The principle is elementary that a stockholder, as such, is not an owner of any portion of the property of the corporation and, apart from his stock, has no interest in its assets which is capable of being assigned. [citing cases] 

[2] Where one person is the owner of all the capital stock of a corporation, it has been held bound by his acts in reference to its property. [citing cases]

[3] But it is entirely clear upon reason and authority that a stockholder of a corporation, while retaining his stock ownership, cannot assign the interest represented by his stock in any particular class of the corporate assets. Such an attempted alienation would not only be incompatible with the retention of title to the stock in the assignor but its enforcement would be altogether impracticable. The stockholder himself could not require the corporation to segregate and distribute a specific portion of its property, and certainly he could not create and confer such a right by assignment.

[4] . . .Even if a stockholder could effectively assign an interest in the choses in action of his corporation, such a result could obviously not be accomplished by a mere assignment of his interest in the assets of its debtors.

Another, and in contrast, Smith v. Pullum, 63 So. 965 (Ala. Nov. 12, 1913),  provides a  sound example of terrible legal jargon: 

The bill  . . . alleges that it was agreed between the three parties, viz., G.W. Smith, William Pullum, and W.K. Pullum, that upon the purchase of the property for the above sum a corporation was to be formed, with a paid in capital of $4,500; that $1,650 of the said capital stock was to be the property of W.K. Pullum, $600 of said capital stock was to be the property of said Wm. Pullum, and $2,250 of said capital stock was to be the property of said G.W. Smith. 

The case uses the term "said" seventy-five times. It's a four-page case.  

Here's hoping we can dispense with said practice posthaste.  


Business Associations, Corporations, Joshua P. Fershee | Permalink


Happy birthday ! Thanks for an always informative and thoughtful blog. Greetings from Argentina ! Best, N.

Posted by: Nicolas Ricciardi | Nov 13, 2013 7:20:21 AM

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