Planten v. National Nassau Bank , 160 N.Y.S. 297 ( 1916 )

Scott, J. (concurring):

I concur in the result arrived at by Mr. Justice Laughlin, and in the main agree with the reasons therefor as given by him. I am not, however, prepared to say that authority of a liquidating committee, in a case like the present, to sue in behalf of the corporation, is “ subject to the supervision and control of the board of directors” in such a sense that such an action could be maintained “only by the approval or acquiescence of the board of directors.”

The liquidating committee stands as the representative of the stockholders, and presumably in opposition to the directors. Otherwise there would he no point in appointing a committee to do those things which the directors concededly might do. I see no reason why such a committee, as representing all the stockholders, might not, even in opposition to the wishes of the board of directors, bring a representative action for the benefit of the bank and its stockholders. Their right to do this should be at least equal to that of an individual stockholder; but even so, it is not so far exclusive as to require an individual stockholder like the present plaintiff to make a demand upon the committee before bringing suit himself.