CARR v. CARR O’BRIEN COMPANY, 389 Pa. 195 (1957)

132 A.2d 188

Carr v. Carr O’Brien Company, Appellant.

Supreme Court of Pennsylvania.April 25, 1957.
May 27, 1957.

Corporations — Transfer of assets — Minority shareholder — Rights — Valuation of shares of stock.

1. In this appeal, it was Held that the plain intendment of the Supreme Court’s earlier decision in this case was that the plaintiff was entitled to a decree against the defendants for the fair value of his minority stock interest in the defendant corporation in the sum of $10,000 as competently found by the court-appointed appraisers; but, in the circumstances, the plaintiff was not entitled to the inclusion of interest on that sum. [196-7]

Legal maxims — Public policy — Termination of litigation.

2. It is in the public interest to have an end to litigation. [196]

Before JONES, C. J., BELL, CHIDSEY, MUSMANNO, ARNOLD, JONES and COHEN, JJ.

Appeal, No. 251, Jan. T., 1957, from decree of Court of Common Pleas No. 2 of Philadelphia County, March T., 1955, No. 461, in case of Henry P. Carr v. Carr

Page 196

O’Brien Company et al. Decree modified and, as modified, affirmed.

Proceeding upon petition of defendants and rule to show cause why adjudication and decree in equity should not be revised and amended.

Order entered discharging rule and affirming adjudication, before LEWIS, P. J., CARROLL and SPORKIN, JJ., opinion by LEWIS, P.J. Defendants appealed.

Francis T. Anderson, for appellants.

Thomas C. Egan, with him Harry Polish, for appellee.

OPINION PER CURIAM, May 27, 1957:

The maxim Interest reipublicae ut sit finis litium is peculiarly applicable to this litigation which should have been terminated long since.

The plain intendment of our earlier decision (see 386 Pa. 196, 125 A.2d 607) was that the plaintiff was entitled to a decree against the defendants for the fair value of his minority stock interest in the defendant corporation in the sum of $10,000 as competently found by the court-appointed appraisers. The question of the liquidating value of the plaintiff’s stock, which the defendants have latterly tried to inject, was not an issue before us. In fact, liquidation of the corporation was not begun until some time after the record on the former appeal had been returned to the court below.

The only particular in which the decree now before us exceeds the intendment of our former decision is in its inclusion of interest on the sum payable to the plaintiff by the defendants. The delay in payment for the plaintiff’s stock interest is largely attributable to his excessive estimate of the fair value of his stock which he persisted in demanding.

Page 197

The decree of the court below is modified by the elimination of the item of interest and, as so modified, is affirmed; costs to be borne by the parties equally.