Lazenby v. International Cotton Mills Corp.

Headnote

Lazenby v. International Cotton Mills Corpn., 174 App. Div. 906 , affirmed.

Cross-appeals from a judgment of the Appellate Division of the Supreme Court in the first judicial department, entered November 28, 1916, modifying and affirming as modified a judgment in favor of defendants entered upon the report of a referee. The action was brought to set aside the voluntary dissolution of the New York company, which was consummated under the provisions of section 221 of the General Corporation Law of the state of New York; declare void and set aside a sale of the assets of the New York company made by the directors of that company, acting as trustees in liquidation thereof to the International Cotton Mills, a Massachusetts corporation; enjoin and direct a retransfer to the New York company of' the assets and cash sold and transferred to the Massachusetts corporation by the directors of the New York company; require the Massachusetts corporation and the individual defendants to account for the "property' and' assets of the New York company which'were'so transferred enjoin and. restrain the defendants from: Selling,, disposing of, incumbering "or in any way interfering with or exercising any ownership over the property so transferred or the proceeds or increases thereof. The complaint was dismissed upon the merits, provided that the defendants tender to the plaintiff and to the

intervening plaintiffs, except Allein W. Bates, a total of 1,613.46 shares of • common stock of the defendant International Cotton Mills of Massachusetts. The Appellate Division modified the judgment by providing that plaintiffs should have an option, if they so desired, to take in cash the value of their stock in the International Cotton Mills Corporation of New York at the time of the reorganization, instead of the stock directed in the judgment to be tendered to them. In case the plaintiffs, or any of them, elected to take such value the same was to be determined by an appraisal under section 17 of the Stock Corporation Law.