Friday, November 22, 2013

Matter of Auer v. Dressel case brief

Matter of Auer v. Dressel case brief summary
118 N.E.2d 590 (1954)

Appellants, corporation and president, sought review of the order of the Appellate Division of the Supreme Court in the First Judicial Department (New York) that affirmed a supreme court at special term, which granted appellee class-A stockholders' motion for an order under N.Y. Civ. Prac. Act art. 78 requiring appellants to call a special meeting of class-A stockholders.

Appellees were class-A stockholders of appellant corporation. Appellees brought an action for an order to compel appellant president to comply with a positive duty imposed on him by appellant corporation's bylaws. The bylaws required that the president call a special meeting whenever requested in writing to do so by stockholders owning a majority of the capital stock entitled to vote at such meeting. Appellees had requested such a meeting but appellant president failed to call the meeting. The trial court ordered the meeting and appellants sought review of that order.


  • The court held that the bylaws did not allow any discretion to appellant president as to whether or not to call the meeting when one was demanded. 
  • The court held that the purposes for which appellees wished the meeting called were proper. 
  • Thus, court held that the order requiring the meeting to be held was proper.

The court affirmed the order that required appellants to call a special meeting of class-A stockholders of the company, holding that since appellees submitted a written request to appellants as required by the bylaws, appellants had no discretion as to whether or not to call a meeting.

Recommended Supplements for Corporations and Business Associations Law

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