10.Stone v[1][1]. American Lacquer Solvents Co.

Stone v. American Lacquer Solvents Co.

Harold E. Stone became chairman of the board of directors of

American Lacquer Solvents Co. (hereafter referred to as American) on

December 7, 1967. On that date, American's board of directors adopted a

resolution that upon Stone's death, his wife, Rachel, would be paid an

$ 8,000 annual pension by American until her death or remarriage. The

resolution was adopted in consideration for services to be rendered to

American by Stone, and it further provided that it could not be revoked

without his consent.

In March 1968 Stone and his wife encountered marital difficulties.

Stone contacted Shaw, the president and general manager of American,

and told him that he wanted the pension resolution cancelled. Shaw

contacted the company's legal counsel and, acting in accordance with his

advice as to the procedure to be followed, prepared a letter from Stone to

the board of directors of American, saving, "It is my wish that the

Resolution dated December 7, 1967 concerning a pension for my wife

Rachel be rescinded." Stone signed and personally delivered the letter to

Shaw on March 3.

On March 11, 1968, Shaw convened a special meeting of the board

of directors of American. Five of the seven members of the board

attended the meeting; and when Stone's letter was brought to their

attention, they voted unanimously to rescind the resolution of December

7, 1967. Stone was not notified of the meeting and did not attend.

Stone died on November 1, 1968; and when American refused to

pay his widow, Rachel, the pension provided for in the resolution, she

sued for specific performance. The trial court ruled that the resolution had

been validly rescinded by the board at the meeting of March 11, 1968,

and hence the plaintiff had no claim. She appealed the decision.

Eagen, Justice

. . As a general rule the directors of a corporation may bind a

corporation only when they act at a legal meeting of the board. If they

purport to act at a meeting which is not a legal meeting, their action is not

that of the corporation, and the corporation, absent ratification or

acquiescence, is not bound.

As to special meetings of the board of director of a corporation, the

general rule in Pennsylvania is that such a meeting held without notice to

some or any of the directors and in their absence is illegal, and action

taken at such a meeting, although by a majority of the directors, is invalid

absent ratification or estoppel. However, this notice requirement may be

waived by a director either prior or subsequent to the special meeting,

provided such waiver is in writing. Additionally, any action which may

properly be taken at a meeting of a board of directors of a corporation

may be affected and is binding without a meeting, if a consent in writing

setting forth the action so taken is signed by each and every member of

the board and filed with the secretary of the corporation.

A reading of the trial court’s opinion filed in support of its decree

upholding the legality of the Board's action of March 11, 1968, rescinding

the Board's prior Resolution providing for the payment of the pension to

the plaintiff was based on three grounds, any one of which, if correct,

would warrant its ruling.

First, the court conclude that Stone's letter of March 3, 1968,

constituted a consent to the Board's subsequent action rescinding the

pension Resolution, The difficulty with this position is that the applicable

statute requires that such a consent be executed after the meeting and that

it specifically set forth the action taken, and that it be filed with the

secretary of the corporation. Stone's letter does not meet these

requirements.

Secondly, the court concludes [that] Stone's letter of March 3,

1968, constituted a waiver of receipt of notice of the meeting of March 11,

1968. The difficulty with this position is that the letter does not refer to

the meeting or indicate in any way that notice thereof is waived. The

letter amounts to no more than an expression of desire or consent to

rescind the pension Resolution.

In connection with its conclusion that Stone's letter constituted a

waiver of notice of the meeting, the court reasoned that no purpose would

be served by Stone's presence at the meeting since the other directors

were merely acceding to Stone's wishes and request. This analysis

overlooks the rational for the salutary rule that all directors receive notice

of special meeting. That rationale is that "each member of a corporate

body has the right of consultation with the others, and has the right to be

heard upon all questions considered, and it is presumed that if the absent

members had been present they might have dissented, and their

arguments might have convinced the majority of the unwisdom of their

proposed action and thus have produced a different result." We agree with

this rationale and, in view of the presumption embodied therein, we

cannot concur in the trial court’s premise that Stone and other Directors

were of one mind as regards the pension rescission. In relation to this,

we specifically note that another member of the Board of Directors failed

to attend the meeting of March 11, 1968, and there is nothing in the

record to show if he received notice of the meeting, or ever consented to

the action taken at the meeting.

与它的结论相关的Stone信件构成了会议的通知放弃，法院原因目的不会由Stone的存在为服务在会议上，因为其他董事仅仅同意Stone的愿望和请求。这分析没有注意到合理有益裁决的所有董事收到特别会议通知。理论基础是“一个法人团体的每名成员有咨询权利与其他的，并且有权利听见在被考虑的所有问题和它被假定，如果缺席成员是存在他们也许已经持异议，并且他们的论据也许说服了他们提出的行动unwisdom的多数和已经因而导致了一个不同的结果”。

Finally, the court concluded that the rescinding resolution of Board

was voidable only and that Stone's silence and failure to object thereto

prior to his death amounted to a ratification. The difficulty with this

position is that there is nothing in the record to show that Stone was ever

made aware that the meeting of March 11, 1968, had been held or knew

the rescinding resolution had been adopted by the Board. Under the

circumstances, it cannot be said a ratification

终于，法院认为委员会的废止决议只是可使无效的，并且，Stone的沈默和疏忽在他的死亡之前反对此外共计批准。与这个位置的困难是没什么在纪录表示，石头使成为知道会议1968年3月11日，被拿着或者知道废止决议由委员会通过了。 在这些情况下，不可能说批准被影响了。

[ R]eversed and . . . remanded for

Answer the following questions in Chinese according to the case.

1．请以时间顺序为线索陈述本案基本事实。

2．为什么原告要求实际履行的救济方法?

3．根据宾州公司法，在什么情况下董事会特别会议可宣布为无效?

4．初审法院是基于哪三条理由驳回原告起诉的?上诉法院是如何分别否定这三条理由的?

5．Mr. Stone生前还可以采取什么补救办法避免出现本案判决?