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Rosenfeld v. Fairchild Engine & Airplane Corp.

Court of Appeals of New York
128 N.E.2d 291 (N.Y. 1955)


In a policy-related proxy contest (as opposed to a personal contest for power) for a board of directors election in Fairchild Engine & Airplane Corp. (Fairchild) (defendant), Fairchild’s treasury paid $106,000 in defense of the old board of director’s position; $28,000 to the old board by the new board after the change to compensate the old board for their failed campaign; and $127,000 reimbursing expenses that the new board members incurred in their campaign. That reimbursement was ratified by a majority vote of the stockholders. The policy question behind the proxy contest was the long-term and very expensive pension contract of a former director, Carlton Ward. Rosenfeld (plaintiff), brought suit to compel the return of the above payments to the Fairchild treasury. The lower court dismissed Rosenfeld’s complaint. He appealed.

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