Bainbridge Colby, Appellant, v. The Equitable Trust Company of New York et al., Respondents

Bainbridge Colby, Appellant, v. The Equitable Trust Company of New York et al., Respondents. Colby y. Equitable Trust Co. of New York, 124 App. Div 262. affirmed. (Argued March 31, 1908; decided April 14, 1908.) Appeal, by permission, from an order of the Appellate Division of the Supreme Court in the first judicial department, entered February 17, 1908, which reversed an order of Special Term granting a motion for an injunction pendente lite restraining the defendants from consummating a proposed merger of the defendant corporations. The following questions were cértified: “ 1. Are sections 36 to 38 (chapter 689 of the Laws of 1892, and chapter 382 of the Laws of 1895, as amended) of the Banking Law of the State of New York applicable to the defendants the Equitable Trust Company and the Mercantile Trust Company, organized and constituted as set forth in the complaint and answers herein, and can said trust companies legally merge under the said law ? “ 2. Are the provisions of sections 36 to 38 of the said Banking Law, permitting the merger of two corporations against the dissent of a portion of the stockholders of such corporations, unconstitutional as depriving the dissenting stockholders of their property without due process of law ? ” William N. Cohen, William M. Ivins and Benjamin N. Cardozo for appellant. Charles F. Brown, Paul D. Cravath, Allan McCulloh and Carl A. De Gersdorff for respondents. [MAJORITY] Order affirmed, with costs; first question answered in the affirmative; second in the negative; no opinion. Concur: Cullen, Ch. J., Gray, Haight, Vann, Werner, Hiscock and Chase, JJ.