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Era Co., Ltd., Appellant, v. Pittsburgh Consolidation Coal Co.

Supreme Court of Pennsylvania1946-11-08No. Appeal, No. 104
355 Pa. 219

Summary

Holding. The court affirmed the dismissal of Era's petition because Era, as the beneficial but unregistered owner, did not comply with the statutory requirements, which mandate that the registered stockholder must personally file the written objection and demand for fair value, and a letter from a bank acting for an undisclosed principal cannot substitute for this requirement.

Era Company sought appraisal rights under Pennsylvania's Business Corporation Law after a merger of Pittsburgh Consolidation Coal Company. Although Era beneficially owned 250 shares, those shares were registered in the name of C. A. England and Company, a nominee. A bank acting on behalf of an undisclosed client sent a letter objecting to the merger and later submitted a proxy voting against it, but the merger was approved. Era then demanded payment for the shares' fair value and filed for appraisal.

The court held that Era failed to comply with the statutory requirements for dissenting shareholders. The statute requires that the registered stockholder—not a beneficial owner or agent—must file the written objection, refrain from voting for the merger, and demand fair value payment. A letter from a third-party bank on behalf of an undisclosed principal cannot constitute a valid written objection from the registered owner. The corporation had no duty to look beyond its stock registry to determine equitable ownership or to honor objections from strangers to the corporation.

Summary generated by law.co from the public-domain opinion. The opinion text itself is public domain.

Key issues

  • Whether a beneficial owner of shares registered in a nominee's name may assert dissenting shareholder appraisal rights
  • Whether a written objection from an agent or third party on behalf of an undisclosed principal satisfies the statutory requirement that the registered owner file the objection
  • Whether a corporation must look beyond its stock registry to recognize equitable ownership claims

Procedural posture

Era Company appealed from the trial court's dismissal of its petition for appointment of appraisers to determine fair value of shares following a merger.

Authorities cited

No cited authorities resolved to law.co cases yet.

Opinion

majority opinion

Opinion by

Mr. Justice Allen M. Stearne,

This appeal involves the construction of section 908 of the Business Corporation Law of May 5, 1933, P. L. 364, as amended March 31, 1941, P. L. 13 (PS Title 15, section 2852 — 908).

The act provides a remedy for the protection of a dissenting stockholder against a corporate merger and prescribes the method of procedure.

The shareholder (defined in the act as the registered owner), in order to secure the benefit of the provisions of the statute, must do three things: (a) file a written objection to the merger; (b) refrain from voting in favor of the merger; (c) make written demand for the payment of the fair value of his shares.

“Where a remedy or method of procedure is provided by an Act, its provisions shall be strictly pursued and exclusively applied”: Linn, J., in Bartron v. Northampton Bounty, 342 Pa. 163, 168, 19 A. 2d 263. Thompson v. Morrison, 352 Pa. 616, 624, 44 A. 2d 55. See also cases therein cited.

Appellant, Era Company, Ltd., was the beneficial owner of 250 shares of the stock of the Pittsburgh Coal Company. The stock was not registered in the Era Company’s name, but was registered in the name of C. A. England and Company. Neither knowledge nor notice of claim of such beneficial ownership in Era was shown to have been possessed by or given to the coal company. A merger was proposed of the coal company with the Consolidation Coal Company under the Business Corporation Act of 1933, supra. A meeting of stockholders was fixed for July 24, 1945, to vote upon the proposal. On July 13,1945, the coal company received the following letter:

“Chemical Bank & Trust Company New York 21

Madison Avenue at 74th Street Office

July 11, 1945

‘Pittsburgh Coal Company P. O. Box No. 146 Pittsburgh 30, Pa.

Gentlemen:

A valued client of ours holds 250 shares Pittsburgh Coal Company Preferred Stock, represented by certificates Nos. 018161, 019861, 018834 at 50 Shares each, and No. 7684 at 100 shares, and wishes to vote against both proposals contained in your proxy for Special Meeting of Shareholders, July 24, 1945. The certificates are registered in the name of our nominee, and we are forwarding under separate cover, in addition to this letter, the proxy which also votes against both proposals.

Very truly yours,

J. A. Hopper

Vice President’

Prior to the meeting a proxy was received from C. A. England and Company. At the meeting it was used to vote 250 shares against the merger. The merger was approved by a majority of the stockholders and became effective. On or about December 10,1945, C. A. England and Company made demand for tbe payment of tbe fair value of 250 shares of stock. Era Company filed its petition for appointment of appraisers on January 22,1946, to which an answer was filed, issue joined and hearing had. In a well considered opinion by Judge Patterson the court below decided that appellant was not a registered stockholder entitled to relief within the terms of the act. This appeal followed.

The learned counsel for appellant concedes that under the act it is the registered owner who must act, but earnestly maintains that it was the registered owner who was acting, “through his agent.” With this we do not agree. A letter from a New York bank stated that an undisclosed client held 250 shares of the coal company stock and wished to vote against the merger; that the certificates are registered “in the name of [the bank’s] nominee” and under separate cover the bank was forwarding a proxy to vote against the merger. Such a letter cannot be construed as a written objection from the registered owner. What authority did a stranger to the corporation have to declare that its undisclosed client was the true owner of the shares? The corporation was under no duty to ignore its stock registry and pass upon the equitable ownership of the shares. An objection by an alleged agent of an undisclosed principal cannot be regarded as that made by the registered owner. The corporation properly ignored such an irregular objection. The petition by the alleged beneficial owner for an appraisement and payment of fair value, likewise is not the act of the registered owner as required by the act. The decree of the court below, for the reasons therein cited, properly dismissed the petition because it failed to comply with the provisions of section 908 of the Business Corporation Law of 1933, as amended. See Cheatham v. Wheeling & L. E. Ry. Co., 37 F. 2d 593; In re Universal Pictures Co., Inc., 37 A. 2d 615; Salt Dome Oil Corp. v. Schenck, 41 A. 2d 583.

Decree affirmed at cost of appellant.