L.L. Constantin & Co. v. R.P. Holding Corp.
New Jersey Superior Court
153 A.2d 378, 56 N.J. Super. 411 (1959)
- Written by Eric Miller, JD
Facts
L. L. Constantin & Co. (Constantin) (plaintiff) issued 50,000 shares of preferred stock. An amendment to Constantin’s articles of incorporation provided that holders of this stock would be entitled to a fixed yearly dividend of $0.50 per share, payable out of the company’s net profits. The same provision appeared on each preferred stock certificate. After being sued in federal court over nonpayment of a declared dividend, Constantin initiated a separate action in state court, seeking a declaratory judgment with regard to its obligations to preferred stockholders. These stockholders included R. P. Holding Corp., Charles Denby, Continental Bank & Trust Co., and Royal American Insurance Co. (the preferred stockholders) (defendants).
Rule of Law
Issue
Holding and Reasoning (Colie, J.)
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