Camp v. Ingersoll

Headnote

Action to recover value of shares of stock—when referable as involving long account.—Award of arbitrator.

Appeal from an order directing the issues to be tried by a referee. The plaintiff’s contention is that the law does not authorize a reference in a case like the present.

The action was brought to recover the value of

three thousand three hundred and eighty-two shares of stock of the Heath & Smith Manufacturing Company, which was decreed to be paid by the defendants to the plaintiffs’ assignor by Charles O’ Conor as arbitrator. By the award, which is part of the answer, and a necessary part of plaintiffs’ case, it appears that the value of the stock is to be ascertained in a certain way, namely, by determining the value of the assets of the company in November, 1871, less, of course, its debts.

The Heath & Smith Manufacturing Company was a corporation engaged in tin manufacture at Portland, Connecticut. Its assets consisted of forty acres of land, ten buildings, a large quantity of tools and machinery, a number of patents, and several hundreds of different kinds of tin ware, manufactured, unmanufactured, and in process of manufacture, besides open accounts and bills receivable, and on the trial it will be necessary for the plaintiff to prove the value of these assets to make out his case.

The court, at General Term, said: “It is not a case of market value, but of actual and true value, for what the award really requires is, that the defendants account for the value of the share of plaintiffs’ assignor of those assets, the accounting to be had by ascertaining the actual and true value of the property of the corporation at a certain time, deducting therefrom its debts, and allowing to plaintiffs’ assignor the proportion of the remainder which three thousand three hundred and eighty-two shares bear to the whole of the stock of the company.

“The trial of the action will, therefore, necessarily require the examination of a long account within the intent and meaning of the section of the code authorizing a reference in such a case, as that intent and meaning has been defined by this court in Hossack v. Heyerdahl ( 38 N. Y. Super. Ct. 391 ).”