E. Silk Mfg. Co. v. First N. B. T. Co.

15 Citing cases

  1. Williams v. Rose

    170 A.2d 577 (Pa. 1961)   Cited 8 times
    In Williams, the foreign corporation had engaged in activities in the state and its formation was part of the alleged fraud which formed the basis of the equity action.

    From these and other facts in the record we have no difficulty in believing, with the court below, that the two companies formed one small empire, with Hubbard the alter ego of the other. In Edirose Silk Mfg. Co. v. First National Bank, 338 Pa. 139 (1940), 12 A.2d 40, we said: "In an appropriate case and where, as here, justice to all parties requires it, this Court will not hesitate to treat as identical the corporation and the individual or individuals owning all its stock and assets. Particularly in equity, where substance is more important than form, the Court will not in a case before it permit the fiction of corporate entity to lead to an unjust result.

  2. Hunter-Wilson Distilling Co. v. Foust Distilling Co.

    84 F. Supp. 996 (M.D. Pa. 1949)   Cited 7 times

    The doctrine of Edirose Silk Mfg. Co. v. First Nat. Bank Trust Co., 338 Pa. 139 at page 143, 12 A.2d 40, and Great Oak B. L. Ass'n v. Rosenheim, 341 Pa. 132 at page 137, 19 A.2d 95, is not here apposite, nor do we find any relevancy or help for plaintiff's contention in the holding in Commonwealth ex rel. Department of Justice v. Socony-Vacuum Oil Co., Inc., 347 Pa. 410, 32 A.2d 631.

  3. Blum v. Postal Telegraph

    54 F. Supp. 898 (W.D. Pa. 1944)   Cited 4 times

    " This rule has been followed in many cases, including United States v. Lehigh Valley Railroad Company et al., 254 U.S. 255, 263, 264, 41 S.Ct. 104, 65 L.Ed. 253; Colonial Trust Co. v. Montello Brick Works, 3 Cir., 172 F. 310; De Forest Radio Telephone Telegraph Co. v. Radio Corporation of America, 3 Cir., 20 F.2d 598; Edirose Silk Manufacturing Company v. First National Bank Trust Co., 338 Pa. 139, 143, 12 A.2d 40; Sulzer's Estate, 323 Pa. 1, 2, 3, 8, 185 A. 793. Considering the manner in which the business of the defendant holding company and its subsidiaries were advertised and transacted in New York City and Pittsburgh, the loans made by the defendant to the operating companies, including the Postal Telegraph Cable Company of Pennsylvania, and the other facts aforementioned, we are of the opinion that the service made upon the employee of the Postal Telegraph Cable Company of Pennsylvania was service made upon a representative of the defendant company; therefore, the motion of the defendant to dismiss, etc., should be refused.

  4. Roomberg v. United States

    40 F. Supp. 621 (E.D. Pa. 1941)   Cited 10 times
    In Roomberg the plaintiff also was the sole stockholder of the corporation, and he acquired its assets and assumed its liabilities at the time he surrendered its capital stock.

    " Again, in Edirose Silk Mfg. Co. v. First National Bank Trust Co., 338 Pa. 139, 12 A.2d 40, 42, the Supreme Court of Pennsylvania stated: "In an appropriate case * * * this court will not hesitate to treat as identical the corporation and the individual or individuals owning all its stock and assets." See also Great Oak B. L.A. et al. v. Rosenheim, 341 Pa. 132, 136, 19 A.2d 95, which cites with approval these cases.

  5. Terrace, Inc. v. Indemnity Co.

    91 S.E.2d 584 (N.C. 1956)   Cited 21 times
    In Terrace, Inc. v. Indemnity Co., 243 N.C. 595, 91 S.E.2d 584, an allegation in a complaint that the person executing a contract "was acting in behalf of and as agent of the plaintiff" was held to be "a mere conclusion unsupported by any allegation of fact."

    G.S. 1-57. We consider that our conclusion that McLean is a real party in interest is supported by the following authorities, to wit: Bank v. Winchester, 24 So. 351; Felsenthal Co. v. Northern Assur. Co., 120 N.E. 268; Wenban Estate v. Hewlett, 227 P. 723; Paper Co. v. Tuscany, 264 S.W. 132; Gypsum Co. v. Plaster Co., 199 P. 249; Securities Co. v. Spiro, 221 P. 856; N. R. Co. v. Nield, 216 S.W. 62; Quaid v. Ratkowsky, 170 N.Y.S. 812; Minifie v. Rowley, 202 P. 673; Swift v. Smith, 5 A. 534; Holding Co. v. Snyder, 79 F.2d 263; Walter Co. v. Zuckerman, 6 P.2d 251; Coal Co. v. Zinc Co., 145 P. 571; Potts v. Schmucker, 36 A. 592; Hallett v. Moore, 185 N.E. 474; Gardiner v. Burrill, 114 N.E. 617; Hay v. Commissioner, 145 F.2d 1001; Copeland v. Swiss Cleaners, 52 So.2d 223; Watson v. Ins. Co., 63 P.2d 295; Mfg. Co. v. Trust Co., 12 A.2d 40; Annos. 1 A.L.R. 616 and 34 A.L.R. 601. With respect to a one-man dominated corporation, the corporation may be disregarded and he may look direct to the other party because the real facts and Justice require it. Fletcher, Cyc. Corporations, Vol. 1, p. 90, sec. 25. See also secs. 41 and 42, and Vol. 5, p. 441, sec. 2099; Ballantine, Corporations, p. 296, sec. 126, p. 301, sec. 128.

  6. Barium Steel Corp. v. Wiley

    379 Pa. 38 (Pa. 1954)   Cited 52 times
    In Barium Steel Corp. v. Wiley, 108 A.2d 336 (Pa. 1954), an evenly-divided Pennsylvania Supreme Court considered whether a parent company could recover under a breach of contract theory for a tax deficiency paid by a subsidiary.

    The shares of stock of a corporation are essentially distinct and different from the corporate property: Monongahela Bridge Co. v. Pittsburgh Birmingham Traction Co., 196 Pa. 25, 28, 46 A. 99; Homestead Boro. v. Defense Plant Corp., 356 Pa. 500, 508, 52 A.2d 581. Nevertheless, we have repeatedly held that Courts can go behind the corporate entity, "whenever justice or public policy demand it and when the rights of innocent parties are not prejudiced thereby nor the theory of corporate entity made useless.": Tucker v. Binenstock, 310 Pa. 254, 165 A. 247. The same principle was enunciated in Waring v. WDAS Broadcasting Station, Inc., 327 Pa. 433, 194 A. 631; Commonwealth v. VanBuskirk, 155 Pa. Super. 613, 631, 39 A.2d 311; Great Oak B. L. v. Rosenheim, 341 Pa. 132, 136, 19 A.2d 95; Edirose Silk Mfg. Co. v. First National Bank Trust Co., 338 Pa. 139, 143, 12 A.2d 40; Stony Brook Lumber Co. v. Blackman et al., 286 Pa. 305, 133 A. 556. In the Edirose case, supra, this Court said (page 143): ". . .

  7. Rumig v. Ripley Mfg. Corp.

    366 Pa. 343 (Pa. 1951)   Cited 10 times
    In Rumig v. Ripley Manufacturing Corp., 366 Pa. 343 (1951), 77 A.2d 360, we said: "Nor will this Court permit the use of such fiction to enable the owners to escape jurisdiction of the courts where, as here, it clearly appears that the Pennsylvania corporation and the New York corporation are owned by the same individuals and that the former is in fact a mere corporate agency of the latter.

    The fiction of a corporate entity may not be permitted to be used to bring about unjust results. See Norris Tool and Machine Co. v. Rosenlund, 355 Pa. 560, 50 A.2d 273; Edirose Silk Manufacturing Company v. First National Bank and Trust Company, 338 Pa. 139, 12 A.2d 40. Nor will this Court permit the use of such fiction to enable the owners to escape jurisdiction of the courts where, as here, it clearly appears that the Pennsylvania corporation and the New York corporation are owned by the same individuals and that the former is in fact a mere corporate agency of the latter.

  8. Sunseri v. Sunseri

    358 Pa. 1 (Pa. 1947)   Cited 11 times

    The action was not ineffective for want of the usual more formal corporate action. So far as the case had been developed in the court below, it appeared to be one of those cases in which the courts, having all interested parties before them, consider as identical the interests of the corporation and its shareholders, as individuals: compare Markovitz v. Markovitz, 336 Pa. 122, 8 A.2d 36; Edirose Silk Mfg. Co. v. Bank, 338 Pa. 139, 12 A.2d 40; Great Oak B. L. v. Rosenheim, 341 Pa. 132, 19 A.2d 95. While in some circumstances a corporation may revoke and set aside the declaration of a dividend, plaintiff's case, as presented, does not disclose any ground on which the corporation could divest its stockholder's right to the dividend. See 1 Savidge, Pennsylvania Corporations 477, section 597; Dock v. Schlichter Jute Co., 167 Pa. 370, 31 A. 656; Powers-Buchanan Co. v. Powers, 269 Pa. 388, 390, 112 A. 541; Young v. Bradford County Telephone Co., 341 Pa. 394, 399, 19 A.2d 134; Childs v. Adams, 43 Pa. Super. 239, 247. This dividend reduced the inventory of $128,169 by $15,851, and the difference, $112,318, was used as the basis of the corporate income tax return on which the tax was paid.

  9. Schaffer v. Cloud

    50 A.2d 665 (Pa. 1947)   Cited 3 times

    As the chancellor's findings are fully supported by the evidence and as the legal conclusions drawn therefrom logically follow, we should do no more in the circumstances than affirm on the basis of the learned chancellor's adjudication were it not for an error in the decree which needs correction. See Edirose Silk Manufacturing Company v. First National Bank and Trust Company, 338 Pa. 139, 142, 12 A.2d 40; Baur v. Abbott, 337 Pa. 33, 34, 10 A.2d 5; Markovitz, Exrx., v. Markovitz Brothers, Inc., 336 Pa. 129, 136, 8 A.2d 38. While the respondent at all times asserted and maintained the rectitude of her conduct in respect of the matter in suit, at trial she voluntarily proffered the complainant the use of the property in controversy for the remainder of his life with the understanding that she, as the record titleholder, might encumber the property, if that were found necessary, for the procurement of funds for the care and maintenance of the plaintiff.

  10. Norris Tl. Mach. Co. v. Rosenlund

    50 A.2d 273 (Pa. 1947)   Cited 8 times
    In Norris Tool Machine Co. v. Rosenlund, 1947, 355 Pa. 560, 50 A.2d 273, one of Rosenlund's assignors unsuccessfully sought to recover from Rosenlund on grounds of local law.

    Necessarily, that is an end of the matter. The findings of a chancellor, having support in the evidence and having been affirmed by the court en banc, have the effect of a jury's verdict and are conclusive and binding upon us on appeal: Edirose Silk Manufacturing Company v. First National Bank and Trust Company, 338 Pa. 139, 142, 12 A.2d 40; Baur v. Abbott, 337 Pa. 33, 34, 10 A.2d 5; Markovitz, Exrx., v. Markovitz Brothers, Inc., 336 Pa. 129, 136, 8 A.2d 38. There is no merit in the appellant's contention that Rosenlund stood in a confidential relation to the plaintiff. The appellant further contends that the assignment to Rosenlund of rights to subscribe lacks validity because it was not ratified by formal corporate action; and there is no evidence that Rosenlund acted in such regard with authority from the plaintiff company.