TRYON v. Smith’s Empirical Analysis

Citation profile

2 federal appellate · 13 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 15 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. ““It is generally held that majority stockholders may sell their stock at any time and for any price obtainable without informing other stockholders of the price or terms of sale, provided they act in good faith. 3 Fletcher, Corporations (Perm. Ed.), § 900; 19 C.J.S., Corporations, § 793, page 171; 13 Am.Jur., Corporations, § 1010, p. 962; Roby v. Dunnett, 10 Cir., 88 F.2d 68 ; Stanton v. Schenck, 140 Misc. 621 , 251 N.Y.S. 221 ; Levy v. American Beverage Corp., 265 App.Div. 208 , 38 N.Y.S.2d 517 ; Ryder v. Bamberger, 172 Cal. 791 , 158 P. 753 ; McCord v. Martin, 47 Cal.App. 717 , 191 P. 89 ; Blakeslee v. Wallace, 6 Cir., 45 F.2d 347 . “The rule is well laid down in Fletcher, supra, at p. 306, as follows: ‘Ordinarily a director possesses the same right as any other stockholder to deal freely with his shares of stock and to dispose of them at such a price as he may be able to obtain, provided the director acts in good faith, since the corporation as such has no interest in its outstanding stock or in dealing in its shares among its stockholders. In other words, the mere fact that a man accepts the position of a director or an official in a corporation should not as a rule deprive him of his right to dispose of his stock as he sees fit and to make any profit that he might gain, provided in the sale of that stock he has done nothing to injure the corporation and its stockholders.’ ****** « * * * 'j’jjg fact that Smith et al. received more for their stock than the minority is no e”

   1 later decision quote this exact passage
   e.g. Goode v. Powers

2. “It is generally held that majority stockholders may sell their stock at any time and for any price obtainable without informing other stockholders of the price or terms of sale, provided they act in good faith . . . The fact that Smith et al. received more for their stock than the minority is no evidence of fraud, since it is generally recognized that the stock of majority stockholders is of more value than that of the minority.”

   1 later decision quote this exact passage
   e.g. Thompson v. Hambrick