A.P. Smith Mfg. Co. v. Barlow case brief summary
98 A.2d 581
SYNOPSIS: Defendant stockholders sought review from the trial court (New Jersey), which determined that a donation by plaintiff company to Princeton University was intra vires. Defendant stockholders initiated an action for a declaratory judgment to question the legality of plaintiff's donation.
FACTS:
-Plaintiff company made a donation to Princeton University, and defendant stockholders sought a declaratory judgment to question the legality of plaintiff's donation.
HOLDING:
-On appeal, the court held that corporations were permitted to make contributions where the activity being promoted by the gift promoted the goodwill of the business of the corporation.
ANALYSIS:
-Pursuant to N.J. Statute., corporations could make charitable donations provided that the contribution was not made to a donee institution that owned more than 10 percent of the voting stock of the donor and provided that the contribution had not exceeded one percent of capital and surplus, unless such donation was authorized by the stockholders.
RULES:
98 A.2d 581
SYNOPSIS: Defendant stockholders sought review from the trial court (New Jersey), which determined that a donation by plaintiff company to Princeton University was intra vires. Defendant stockholders initiated an action for a declaratory judgment to question the legality of plaintiff's donation.
FACTS:
-Plaintiff company made a donation to Princeton University, and defendant stockholders sought a declaratory judgment to question the legality of plaintiff's donation.
-The lower court determined that plaintiff's donation was intra vires, and defendants sought review.
HOLDING:
-On appeal, the court held that corporations were permitted to make contributions where the activity being promoted by the gift promoted the goodwill of the business of the corporation.
ANALYSIS:
-Pursuant to N.J. Statute., corporations could make charitable donations provided that the contribution was not made to a donee institution that owned more than 10 percent of the voting stock of the donor and provided that the contribution had not exceeded one percent of capital and surplus, unless such donation was authorized by the stockholders.
-The court held that plaintiff's donation was valid.
RULES:
-Corporate gift-giving increases the goodwill of the corporation, and public policy should be to encourage corporations to provide to charities in the same manner as individuals are encouraged to give.
OUTCOME: The court affirmed a judgment of the lower court, which determined that plaintiff company's donation to Princeton University was intra vires. The court held that plaintiff was permitted to make charitable contributions where the activity being promoted by the gift promoted the goodwill of the business. The court held that, although defendant stockholders objected, plaintiff's contribution was authorized by the statute.
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OUTCOME: The court affirmed a judgment of the lower court, which determined that plaintiff company's donation to Princeton University was intra vires. The court held that plaintiff was permitted to make charitable contributions where the activity being promoted by the gift promoted the goodwill of the business. The court held that, although defendant stockholders objected, plaintiff's contribution was authorized by the statute.
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Interested in learning how to get the top grades in your law school classes? Want to learn how to study smarter than your competition? Interested in transferring to a high ranked school?
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