Overfield v. Pennroad Corp.’s Empirical Analysis

Citation profile

26 federal appellate · 5 district · 18 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 89 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “We are confronted at the outset . . . with the proposition, laid down over and over again in the Pennsylvania decisions that the concealment which tolls the statute must be in an affirmative, independent act of concealment; mere silence or nondisclosure, even by corporate officials is not enough.”

   4 later decisions quote this exact passage · from the majority
   e.g. Knuth v. Erie-Crawford Dairy Cooperative Association · Gee v. CBS, INC.

2. ““* * * the directors, who are men of unimpeachable character and integrity, acting in the interest of serving their companies, have misconceived their duties toward the Pennroad certificate holders, and have created instrumentalities by means of which risks and losses were passed on to such holders in the process of serving Pennsylvania Railroad. * * * “The liability of the defendants in this case is based upon their dealings with Pennroad’s property and powers in a manner designed to benefit Pennsylvania Railroad. It exists regardless of any degree of good faith exercised because the defendants planned the domination and continued control of Pennroad which resulted in losses to Pennroad and benefit to Pennsylvania Railroad. Their breach of duty and abuse-of fiduciary obligations did not involve intentional moral delinquency and certainly did not bring this case into the category of those in which controlling corporations have deliberately set out to wreck a subsidiary for their own advantage. Their acts, however, did amount to what the law considers a disregard of duty or breach of trust and a constructive fraud upon the rights of the certificate holders.””

   1 later decision quote this exact passage · from the majority
   e.g. Perrine v. Pennroad Corp.

3. ““The majority hold that if there was concealment by the defendants such concealment must be ‘an affirmative, independent act,’ citing inter alia Smith v. Blachley, 198 Pa. 173 , 47 A. 985 , 53 L.R.A. 849 ; Bailey v. Jacobs, supra [ 325 Pa. 187 , 189 A. 320 ], and Ebbert v. Plymouth Oil Co., supra [ 338 Pa. 272 , 13 A.2d 42 ]. The ‘independent act’ in the majority view must constitute ‘affirmative efforts to divert, mislead, or prevent discovery,’ citing Deemer v. Weaver, 324 Pa. 85, 88 , 187 A. 215, 216 . I agree with the majority that the Pennsylvania decisions frequently refer to the necessity of ‘affirmative, independent act of concealment’ over and above the original wrongful act complained of but I must dissent from the majority view as to what constitutes a correct interpretation of the Pennsylvania decisions. The Supreme Court of Pennsylvania though employing the language quoted above has mitigated the strictness of the announced rule by declaring rather slight instances of further concealment as sufficient to toll the running of the statutes of limitations here involved.””

   1 later decision quote this exact passage · from the majority
   e.g. Hedges v. Primavera