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146 F.2d 870

Docket No. 8764.

Stern v. Stern

District of Columbia Circuit Court of Appeals

Argued Dec. 6, 1944.

Decided Jan. 29, 1945.

District of Columbia Circuit Court of Appeals · decided 1945-01-29

3 counsel of record

Key passage — most relied on by later courts

“"The requirement that stock shall first be offered to the corporation and then to the stockholders before it is transferred obviously means that the stockholder must make these offers before he voluntarily transfers his stock, not that he must make them before he dies. The by-law does not apply to the situation which arises when, because of a stockholder's death, transmission or devolution of his shares is inevitable."”

quoted by 2 later decisions, including Elson v. Security State Bank of Allerton, Estate v. Midwest Steel and Iron Works

Good law ✅— No negative treatment on recordhow we know

Opinion by (per_curiam) · Decided 1945-01-29

How this case has been cited

Cited by 18 later decisions — most recently November 2003

15 state decisions — followed in 10 states

701945195019601970198019902000decided

Later decisions citing this case, by decade. The current decade is in progress, and our corpus holds fewer opinions from the most recent years, so the latest bars are undercounted — not a real decline.

View the full empirical analysis of this case →

¶1Mr. Leon Tobriner, of Washington, D. C., for appellant.

¶2Mr. Levi H. David, of Washington, D. C, for appellee Cecelia Stern.

¶3Mr. Hymen Stern, pro se.

¶4Before GRONER, Chief Justice, and EDGERTON and ARNOLD, Associate Justices.

¶5PER CURIAM.

¶6The question is whether the following corporate by-law prevents a stockholder from disposing of his stock by will : “The stock of this company shall be deemed personal property and shall only be transferred in the following manner, and not otherwise, that is to say, it shall first be offered to the corporation, and in the event the corporation shall not within five days from the date of said offer agree to purchase the same, then it shall be offered to the stockholders of the corporation) and if none of said stockholders agree to purchase the same within five days from the date of said offer, the holder of said stock is then privileged to sell the same. The purchaser or purchasers of said stock sold as aforesaid shall likewise be bound by this condition and shall be required to comply with the same before the stock may be transferred and assigned upon the books of this company.” We agree with the District Court in answering the question in the negative. The requirement that stock shall first be offered to the corporation and then to the stockholders before it is transferred obviously means that the stockholder must make these offers before he voluntarily transfers his stock, not that he must make them before he dies. The bylaw does not apply to the situation which arises when, because of a stockholder’s death, transmission or devolution of his shares is inevitable. We need not consider whether, in its intended application to a voluntary transfer, the by-law is sufficiently definite for enforcement and is valid; cf. Uniform Stock Transfer Act, made applicable in the District of Columbia by Act of Congress of Dec. 23, 1944, c. 729, Sec. 15, 58 Stat. 930.

¶7Affirmed.

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