Oppenheimer v. Oppenheimer Ptg. Co.

MATTHEWS, J.

Epitomized Opinion

Action to dissolve corporation under ■ 11938 to ! 1943 G-C. S. and K. Oppenheimer, partners, formed a corporation which took over their printing business. They wore the largest stockholders and owned substantially the samo amount of stock, and either with the co-operation with one Simon, the next largest f.tockho’der, could control the election of the majority of the board of directors. Both Op-penheimers occupied ‘official positions and (drew salaries until differences developed which resulted in S. Oppenheimer being dropped from the pay roll of the corporation and supplanted as an officer by the vote. of the majority of the stockholders. The regulations were then amended providing for. a general manager and L. Oppenheimer was given this position. The evidence disclosed that the corporation was being operated at a good profit. In refusing to dissolve the corporation the court held:

1. As the corporation is not insolvent it must be proved that the dissolution will be beneficial to the stockholders. By “beneficial” the legislature referred to the greater financial interest of stockholders to wind up the business rather than to continue it, and the burden of proof is upon those seeking the dissolution. It seems to the court that no stockholders would conclude under these circumstances that the corporation should be dissolved. 3 OA. 253, 21 CC. ns. 95, distinguished.