Anderson v. Derrick’s Empirical Analysis

Citation profile

7 federal appellate · 49 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 56 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. ““In the absence of statute, it is the generally accepted rule that misfeasance or negligence on the part of the managing officers of a corporation, resulting in loss of its assets, as alleged herein, is an injury to the corporation for which it must sue. A stockholder cannot sue for damages because his stock is thereby rendered worthless. (Citing cases.) In the Niles case, supra (Niles v. New York Cent. & H. R. R. Co., 176 N. Y. 119 [ 68 Pac. 142 ]), as here, the stockholder sought to recover damages at law for the depreciation in the value of his stock, which depreciation, in common with the loss to other stockholders, resulted from the acts of the corporate directors. In denying such relief it is therein declared: ‘True, the plaintiff has suffered a depreciation in the value of his stock as a result of the wrong, and in this respect the injury was personal to the holders of the stock. But every stockholder has suffered from the same wrong, and if the plaintiff can maintain an action for the recovery of the damages sustained by him, every stockholder must be accorded the same right. The injury, however, resulting from the wrong was, as we have seen, to the corporation. The depreciation in the value of the plaintiff's stock, and that of the other stockholders, was in consequence of the waste and destruction of the property and franchise of the corporation’. In 13 Fletcher, Cyc. Corporations, page 227, section 5913, the principle is stated as follows: ‘ individual stockholders”

   1 later decision quote this exact passage
   e.g. Nighbert v. First National Bank of Bakersfield

2. “11 § 824. Unlawful purchase of shares, declaration or payment of dividends, or withdrawal or distribution of assets. Except as provided in this division, the directors of a corporation shall not authorize or ratify the purchase by it of its shares, or declare or pay dividends, or authorize or ratify the withdrawal or distribution of any part of its assets among its shareholders. ’ ’ . “ § 825. Same: Liability of Directors. In case of any wilful or negligent violation of Section 824, the directors in office at the time of the violation, except those who have caused their dissent from the unlawful action to be entered on the minutes of the meeting at which the action was authorized, and those who were not present at the time the board acted, are jointly and severally liable to the corporation or to its receiver, liquidator or trustee in bankruptcy, for the benefit of the creditors of the corporation or any of them and of the shareholders and owners of shares at the time of the violation, for its debts and liabilities existing at the time of the violation and for the full amount of any loss sustained by such holders and owners of shares, other than shares upon which any such payment or distribution was made, to the amount of the unlawful dividends, purchase price, withdrawals or other distribution.””

   1 later decision quote this exact passage
   e.g. 159 Cal. App. 2d 432 - Campbell v. Clark