Pittsburg dispatch. [volume] (Pittsburg [Pa.]) 1880-1923, 1892-03-24
A CASE OF WRECKING.
Judge Porter Knocks Out the Election of a
Corporation as IIegal-Some Vigorous
Language Used by the Court-An Impor-

Judge Porter Knocks Out the Election of a
Corporation as nIegal-Some Vigorous
Language Used by the Court-An Impor-
tant Decision.
An important opinion was received yes
terday from Judge Porter, who is now abb
sent on a short trip. The case is that of
Samuel S. Brown and Frank Glazer against
the Electric Mining Machine Company,
George L. Artz and others, directors of the
company. The plaintiffs are stockholders
in the company, and allege that the So
called directors of it have attempted to
wreck the concern and defraud the stock
holders They asked for a preliminary in
junction to restrain them from disposing of
the assets and to have receiver appointed.
In his opinion Judge Porter reviews the
organization of the company and its bylaws.
He states that it was Incorporated in April,
1889, in West Virginia, but has its Offices
and business in Pittsburs. Business was
continued until April, 1891. On April 20,
1881, meeting was to be held to haue the
regular election of Board of Directors, but
the Secretary, Eugene Ingold, contrary to
the laws of the corporation, failed to send
the notices of the election to the stock
holders go days prior thereto. As
a result but 800 shares out of 1900 were
represented at the meeting, the rules
requiring a majority for an election. A
board was elected, but, the Court held. such
an election conferred no title to the Office of
director on those alleged to have been cho-
sen, and that board had no power to elect
officers One OF them, George L. Artz, was
not competent to serve in any instance, as
he was not then stockholder. Three of
them, T. NJ. Lechner, Eugene Ingold and
George L. Artz, met and attempted to
organize as a board of directors. They
elected Lechner President and Ingold Sec
retary and Treasurer.
'These elections" the Court said, "were
invalid and fraudulent on their face Con-
tinuinc he said: "When on May Il 1891,
f. NJ Lechner, William Lechner, George
l. Artz and Eugene Ingold met, and claim
ing TO act as directors under the election of
April 20, 1891, their intention quickly be-
came apparent. When that meeting came
to an end they had so far as they could on
behalf of the corporation incurred obliga-
tions to themselves as follows: Eugene
1ngold, 10000; E. NJ. and William Lech-
ner, $4,000. and to G. L. Artz, s6, 900.
And for all this the corporation received
nothing. There was undoubtedly fraudu-
lent conspiracy to wreck the corporation and
acquire title under the forms of law, but
unjustly to the property thereof 1t is but
proper to say that there is nothing in the
case to indicate that William L. Pierce,
ESQ.,, was party to or had any knowledge
of the improper conduct of those who after
ward became his clients. On the contrary,
his conduct was in no sense improper"
Continuing, Judge Porter referred to an
attempt of +. NJ. Lechner and his associates
claiming to act as directors, to remove the
offices and property of the corporation to
Columbus, o. This, it is stated, was in di-
rect violation of their agreement of incor-
poration.
In conclusion, Judge Porter said he would
grant the preliminary injunction and ap-
pointment of a receiver asked for, and or
dered decree to that effect to be drawn up