Hamor v. Taylor-Rice Engineering Co.’s Empirical Analysis

Citation profile

7 federal appellate · 4 district · 4 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 28 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. “But whether a corporation be solvent or insolvent, the fund represented by its capital stock must remain inviolate for the protection of its creditors. In the absence of statutory authority in that behalf a corporation has no legal power to reduce this fund by any formal or voluntary act or contract on its part, to the prejudice of its creditors either then or thereafter existing, whether by distributing any part of it by way of dividend, or by giving any part of it to one or more stockholders, or by disposing of it in any other manner, except by way of changing its form to meet the exigencies of the corporate business. Such an act or contract is ultra vires, not only of the directors or stockholders, but of the corporation itself.”

   1 later decision quote this exact passage · from the majority
   e.g. In the Matter of Kettle Fried Chicken of America, Inc., Bankrupt (Two Cases). Jesse W. Stanley v. Dan D. Brock, Jr., Trustee in Bankruptcy, William W. Scalf v. Dan D. Brock, Jr., Trustee in Bankruptcy

3. ““In so far as the existence of a surplus or fund of net profits at the time of the taking of the original note might tend to the establishment of a right on his part to compete with the creditors of the defendant, the burden of proof rested upon him to show the existence of such surplus or profits. No such showing has been made, and it cannot be assumed that such was a fact. The note must be treated as an undertaking by the defendant to dispose of part of its capital stock to secure a surrender of Willard’s shares. It was a contract to do what was ultra vires of. the defendant, as against its creditors, and was a nullity, and therefore the note given in renewal is void.””

   1 later decision quote this exact passage · from the majority
   e.g. In re O'Gara & Maguire, Inc.