Logourl black
From our private database of 13,300+ case briefs...

Zahn v. Transamerica Corporation

United States Court of Appeals for the Third Circuit
162 F.2d 36 (3d Cir. 1947)


Zahn (plaintiff) was a holder of Class A stock in Axton-Fisher Tobacco Company (Axton-Fisher). Axton-Fisher had stock in three categories, preferred stock, Class A stock, and Class B stock. In 1941, Transamerica Corporation (Transamerica) (defendant) began purchasing Class A and Class B stock in Axton-Fisher. The purchases gave Transamerica control of the business affairs of Axton-Fisher, including 80 percent of the outstanding Class B stock. Transamerica also elected the board of directors of Axton-Fisher, which was comprised in large part of officers or agents of Transamerica. Axton-Fisher’s principal asset was leaf tobacco, the value of which suddenly rose sharply in 1943, at which point Transamerica, knowing of the increased value, allegedly “conceived a plan to appropriate the value of the tobacco to itself by redeeming the Class A stock at the price of $60 a share plus accrued dividends...and thereafter, the redemption of the Class A stock being completed, to liquidate Axton-Fisher.” This resulted in Transamerica gaining most of the value of the tobacco for itself by virtue of its status as a Class B stockholder because the redemption precluded Class A stockholders from participating in the liquidation. According to Zahn, the Class A stockholders did not know of the increased value of the tobacco and Transamerica made sure not to inform them of the value during the process. Zahn brought suit against Transamerica—because Transamerica controlled Axton-Fisher at the time—for breach of its fiduciary duty of loyalty to the stockholders of Axton-Fisher. The District Court of the United States for the District of Delaware found in favor of Transamerica. Zahn appealed.

Rule of Law

The rule of law is the black letter law upon which the court rested its decision. To access this section, start your 7-day free trial of Quimbee for Law Students.


The issue section includes the dispositive legal issue in the case phrased as a question. To access this section, start your 7-day free trial of Quimbee for Law Students.

Holding and Reasoning (Biggs, J.)

The holding and reasoning section includes:

  • A “yes” or “no” answer to the question framed in the issue section;
  • A summary of the majority or plurality opinion, using the CREAC method; and
  • The procedural disposition (e.g. reversed and remanded, affirmed, etc.).

To access this section, start your 7-day free trial of Quimbee for Law Students.

What to do next…

  1. Unlock this case brief with a free (no-commitment) trial membership of Quimbee.

    You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.

  2. Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.

    Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.

Here's why 140,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 13,300 briefs, keyed to 182 casebooks. Top-notch customer support.
  • The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
  • Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.