Clarke v. Greenberg

296 N.Y. 146, 71 N.E.2d 443 (1947)

Purchase the Printed Copy at bsmsphd.com

Nature of the Case

To access this section all you need to do is click here and register.

Facts

The complaint alleges that Ds commenced a stockholders' derivative action on behalf of the Associated Gas & Electric Co, (called AGECO) entitled Greenberg v, Mange et.al, in which it was alleged that the officers and directors had so mismanaged its affairs that the company and its stockholders were damaged and prayed that an accounting be had and that the court impress a trust in favor of the AGECO upon all secret profits and against obtained by any of the directors. The case was settled and discontinued without notice to other stockholders and approval of the court, by stipulation by the terms of which D executed releases in his individual and representative capacity and transferred and delivered his stock, having a market value of $51.88, to the defendant directors and Ds herein received from them the sum of $9,000. The complaint in this action alleges that the Ds received the money to the use of, and in trust of AGECO, that they had failed to account to it or its trustee (P herein), and had accordingly unjustly enriched themselves in the sum of $8,948.12 which, in equity, should be paid over to the P, and prayed judgment accordingly. The Appellate Division unanimously affirmed the dismissal of the complaint by the Special Term.