Clapp v. Peterson’s Empirical Analysis

Citation profile

5 federal appellate · 1 district · 32 state decisions

Most-quoted passages

The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 42 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. ““Purchase of its own stock: by a corporation by tbe exchange of its property of equal value, though made in good faith and without any element of fraud,” or “anything in the apparent condition of the” corporation “to interfere with the making of the exchange, will not be allowed where it injuriously affects a creditor of the” corporation, “even though the fact of the indebtedness was not at the time established or known to the stockholders. * * * xhe capital stock of” a corporation “is a fund set apart for the payment of its debts, and the directors * * * hold it in trust for that purpose. * * * The shareholders of the corporation are conclusively charged with notice of the trust character which attaches to its capital stock. As to it they cannot occupy the status of innocent purchasers,” and, when ■“they have in their hands any of the trust fund, they hold it cum onere, subject to all equities which attach to it.””

   1 later decision quote this exact passage · from the majority
   e.g. In re Fechheimer Fisher Co.

2. ““ Corporations may purchase their own stock in exchange for money or other property, and hold, reissue, or retire the same, provided such act is had in entire good faith, is an exchange of equal value, and is free from all fraud, actual or constructive; this implying that the corporation is neither insolvent nor in process of dissolution,” and that the rights of creditors are not thereby injuriously affected. In the ease cited from 114 Mass, the court says: “In the absence of legislative provision to the contrary, a corporation may hold and sell its own stock, and may receive it in pledge or in payment in the lawful exercise of its corporate powers. ””

   1 later decision quote this exact passage · from the majority
   e.g. First Nat. Bank of Salem v. Salem Capital Flour-Mills Co.

3. ““It is objected, against the principles above stated, that the cases in which they were declared were where there was actual or constructive fraud or unfairness, where the corporations were insolvent, or in process of being wound up. The question naturally would arise mostly in such circumstances, but the principles enunciated are general in scope, following from the nature of the capital stock of corporations, and the relation of a stockholder to the corporation, and we know of no limitation of their application as above suggested.””

   1 later decision quote this exact passage · from the majority
   e.g. In re Fechheimer Fisher Co.