Old Dominion Copper Mining and Smelting Co. v. Lewisohn

210 U.S. 206 (1908)

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Old Dominion Copper Mining and Smelting Co. v. Lewisohn

United States Supreme Court
210 U.S. 206 (1908)

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Facts

Lewisohn (defendant) and his associate Bigelow made a plan to form Old Dominion Copper Mining and Smelting Company (Old Dominion) (plaintiff) and sell certain assets to it at a profit. The plan also contemplated that Old Dominion would, after the sale, issue more shares to the public at a par value reflecting the inflated price Old Dominion paid for the assets rather than those assets’ actual value. The plan was executed. Lewisohn and Bigelow sold the assets to Old Dominion in exchange for Old Dominion stock, and Old Dominion offered shares to the public at a par value reflecting the price Old Dominion paid for the assets. Old Dominion agreed to the sale with full knowledge of the facts and the plan. Neither Old Dominion, Lewisohn, nor Bigelow disclosed the profit the latter two had made on the sale to the public subscribers. The subscribers, upon becoming shareholders in Old Dominion and learning of the plan, filed derivative actions to recover from Lewisohn and Bigelow, alleging that the sale was a fraud against the corporation. In the lawsuit against Bigelow, the Massachusetts Supreme Court held that Old Dominion could recover from him.

Rule of Law

Issue

Holding and Reasoning (Holmes, J.)

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