Cuppy v. Ward

Headnote

Cuppy v. Ward, 187 App. Div. 625 , affirmed.

Appeal from a judgment of the Appellate Division of the Supreme Court in the first judicial department, entered May 20, 1919, affirming a judgment in favor of defendants entered upon an order of Special Term sustaining demurrers to and directing a dismissal of the complaint which alleged that plaintiff and defendant Ward heretofore had entered into an agreement to purchase the stock of a foreign corporation, the plaintiff to have the management of the business until the amounts invested by the parties had been repaid, when the stock was to be divided between them in accordance with the agreement; that the parties continued to act under the agreement for a number of years during which no dividends were declared but a large surplus was accumulated; that defendant Ward with intent to procure control of the business had used his control of a majority of the stock to elect directors hostile to plaintiff who had excluded him from the management of the business and refused to pay him the salary provided by the contract. The relief asked by plaintiff is substantially that Ward and the -other defendants be enjoined from excluding him from the care and conduct of the business and from the management of the factory, and that théy be directed to restore him, to the care and conduct of the business and to the position and salary assured to him by the agreement until' the expiration of the time fixed by the agreement and that Ward be directed to transfer to plaintiff

enough stock to make the proportions fifty-one per cent temporarily to Ward and forty-nine per cent of the issued stock to "Guppy, and that if necessary a receiver be appointed to effect the necessary action, and that Ward meanwhile be restrained from disposing of the percentage of stock that he holds which should go to Guppy to make up his holdings to forty-nine per cent of the issued stock.