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eBook details

• Title: Leventhal v. Atlantic Finance Corporation
• Author : Supreme Judicial Court of Massachusetts
• Release Date : January 05, 1944
• Genre: Law,Books,Professional & Technical,
• Pages : * pages
• Size : 76 KB

Description

RONAN, Justice. This is a bill in equity, brought in accordance with G.L. (Ter.Ed.) c. 213, § 3, Tenth A, and Rule 101 of the Superior Court (1932), for a decree interpreting a written contract made as of January 3, 1938, between the plaintiff, the defendant Epstein and the defendant Atlantic Finance Corporation, hereinafter called the corporation. The corporation since its organization in 1937 has done a large and profitable business in lending money. Epstein is the general manager of the corporation. Leventhal has for many years engaged in the business of making loans. None of his various contentions that this contract gave him certain rights was sustained in the Superior Court. He has appealed from the final decree. The corporation agreed in the first paragraph of the contract to cause and permit its liquidation and dissolution after the end of any year beginning with 1942 upon the written request of either Leventhal or Epstein and upon notice of the one making the request to the other unless the one to whom notice is given shall purchase the stock of the other at the times and at the prices determined as provided in the said paragraph. Leventhal is also given the right to cause the liquidation and dissolution of the corporation as early as the end of 1940 unless Epstein shall purchase the stock and all notes of the corporation held by Leventhal and pay for them in the manner designated. In the event of the decease of Leventhal or of Epstein, his personal representative shall have the right to have the corporation dissolved unless the survivor shall purchase the stock of the decedent. The first paragraph contains a subdivision C relative to the examination of the assets, books and records of the corporation. The corporation and Epstein agreed in the second paragraph that Leventhal may cause the dissolution of the corporation if its capital and surplus become so impaired that its assets do not exceed its liabilities. The corporation in the third paragraph agreed to employ Epstein as general manager for five years at a stated salary but his employment was to cease upon the liquidation and dissolution of the corporation or the purchase by Leventhal of Epstein's stock, and in the fourth paragraph Epstein agreed to act as general manager, to take out a policy of insurance on his own life for the benefit of the corporation, and to lend to the corporation all dividends paid on his stock not exceeding a certain amount. Leventhal by the provisions of the fifth paragraph agreed that he would not, while the contract was in force, engage in the small loan business except in the case of certain loans made with reference to motor trucks or equipment, and further agreed to lend the corporation $175,000. Leventhal also agreed with the corporation to purchase two hundred fifty shares of preferred and five hundred shares of common stock for $25,500, and that these shares if issued to others should for all purposes of the contract be deemed to be Leventhal's shares. If Leventhal failed to make said loan then Epstein might cause the liquidation and dissolution of the corporation. The ninth paragraph contained restrictions upon the transfer of the stock which will be more fully mentioned hereafter. The tenth paragraph provided for the settlement of disputes by arbitration.

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