(Download) "Gottschalk Et Al. (Ruppa Et Al. v. Avalon" by Supreme Court of Wisconsin ~ eBook PDF Kindle ePub Free
eBook details
- Title: Gottschalk Et Al. (Ruppa Et Al. v. Avalon
- Author : Supreme Court of Wisconsin
- Release Date : January 22, 1946
- Genre: Law,Books,Professional & Technical,
- Pages : * pages
- Size : 71 KB
Description
Action commenced November 1, 1944 by Sophie Gottschalk, Irving Muskat and Belle B. Ruppa against Avalon Realty Company, its officers and directors, and Avalon Theatre Company, for an injunction against the sale of the realty company's property and for certain other relief. Thereafter the remaining plaintiffs intervened. Abbie R. Silliman, sole holder of the common stock, cross-complained against her co-defendant officers and directors, demanding that sale of the property without her consent be enjoined. By agreement the parties deferred trial of the causes of action other than that relating to the injunction against the sale of corporate property. From an interlocutory judgment enjoining the sale of the corporate property until authorized by the stockholders, the defendants appeal. The Avalon Realty Company was organized in 1928 for the purpose, among other things, of 'buying, selling, developing, exchanging and dealing in all kinds of real property * * * and personal property.' It constructed a building containing apartments, stores and a moving picture theater. The building was leased to the Avalon Theatre Company and other tenants. The realty company became financially embarrassed and in 1936, after defaulting under a first mortgage bond issue, was reorganized in the United States District Court for the Eastern District of Wisconsin under sec. 77B of the Bankruptcy Act, as amended, 11 U.S.C.A. § 207. Under the reorganization each first mortgage bondholder received a new five per cent first mortgage bond in the amount of one-half of the principal of his old bond. He received first preferred stock for the balance of the principal plus interest due on his old bond. General creditors received second preferred stock. The ownership of the common stock was not changed, but it was placed in a voting trust composed of four members, three of whom were to be elected by the bondholders and one, by the holders of the common stock. A vacancy in the position of trustee representing the common stock was to be filled by the holders of such stock and a vacancy in the position of a trustee representing the bondholders was to be filled by the remaining trustees. The voting trust was to remain in effect as long as any of the new bonds or first preferred stock was outstanding. It was stipulated in the articles that 'First preferred stock shall have the right to vote whenever default shall exist in the payment of dividends for any year after July 1, 1951.