Digital Commons Network^™

Corporations-Receivership Or Dissolution Of Solvent Corporation At Suit Of Minority Stockholder-Dissension As A Ground For Relief, Charles M. Soller

Michigan Law Review

A and B owned 50 per cent of the stock in each of two solvent corporations, and Y and Z owned the remaining 50 per cent. Y was president and director of each company, Z was secretary and director, and B was vice-president and director. A's testator had been treasurer and director until his death. A and B brought suit against Y and Z and the corporations, seeking an equity receivership and liquidation and distribution of corporate assets. The complaint alleged that the two factions had been in dispute for five years, that Y had assumed exclusive control of …

Corporations-Voluntary Dissolution - Rights Of Minority Stockholders, Bayard E. Heath S.Ed.

Michigan Law Review

The directors of defendant, a New Jersey corporation, in an effort to effect corporate tax savings and simplification of operations, submitted the following plan to its shareholders: Defendant was to sell all of its operating assets to X, a Pennsylvania corporation which had been formed by the directors and was to receive as consideration all of the capital stock of X. Then defendant was to be dissolved and X's stock and any corporate surplus was to be distributed to the stockholders. The necessary two-thirds majority of the stockholders, as required by statute, voted to sell the operating …

Equity-Jurisdiction To Enjoin Acts Of A Federal Officer In Excess Of Statutory Authority, William J. Schrenk

Michigan Law Review

As a device for recovering excessive profits, federal legislation authorized the Secretary of War to order concerns holding contracts with the government to withhold and pay over to the government amounts due from them to parties against which the excessive profits had been determined. Acting under this authority, the Secretary ordered twelve government contractors to withhold sums due or to become due to plaintiff, of which they were customers, after a determination against the plaintiff of $7,000,000 in excessive profits. Plaintiff sought to enjoin defendant from using this means of collection, contending that because the order was not limited to …

Negligence-Contributory Negligence-Customary Violation Of Statute By Defendant As Bearing On Issue Of Plaintiff's Contributory Negligence, James A. Sprunk

Michigan Law Review

Plaintiff's empty truck, proceeding uphill, collided on plaintiff's side of the road with defendant's loaded truck which was traveling in the opposite direction. Both trucks were engaged in the same road-surfacing project. The road had a washout on defendant's side. Defendant's answer alleged that there was an established custom under which drivers of empty trucks yielded the right of way to drivers of loaded trucks when about to meet in a narrow or defective place in the highway; that defendant relied upon such custom which plaintiff failed to observe; and that the plaintiff's failure to observe the custom constituted contributory …

Parties-Postmaster General As Indispensable Party To Injunction Against Local Postmaster, Ralph J. Isackson

Michigan Law Review

The Postmaster General, after a hearing in Washington, D.C., found petitioners' business fraudulent, and issued a fraud order directing respondent, the local postmaster, to stamp "fraudulent" on all mail addressed to petitioners and return it to the senders. The petitioners sued, without joining the Postmaster General, to enjoin respondent from carrying out the order. The federal district court dismissed the complaint, and the circuit court affirmed. On certiorari, held, reversed. The Postmaster General is not an indispensable party if the decree restraining the local postmaster will give the relief desired without requiring any action on the part of the …

Notes, Michigan Law Review

Michigan Law Review

The information given in the notes is derived from inspection of the books, publisher's literature, and the ordinary library sources.

Monthly Periodical Index, Michigan Law Review

Michigan Law Review

This department lists the articles and comments which appear in twenty-four leading law reviews. The index embraces material published since the last issue of this REVIEW.

Monthly Periodical Index, Michigan Law Review

Michigan Law Review

This department lists the articles and comments which appear in twenty-four leading law reviews. The index embraces material published since the last issue of this REVIEW.

The Taft-Hartley Act And State Jurisdiction Over Labor Relations, Russell A. Smith

Michigan Law Review

Of the many problems arising out of the Taft-Hartley Act, not the least perplexing is the determination of its impact upon state jurisdiction over labor relations. The importance of the question is obvious, and is illustrated by Judge Shepard's reaction. Administrators of state labor relations acts and state courts, like the California court, must determine what position to take with respect to their jurisdiction. Employers and unions must make a like determination, and must also come to some conclusion as to the applicability of state law as reflected in other statutes and in judicial decisions. Those charged with the administration …

Constitutional Law-Fourteenth Amendment-Equal Protection Of The Laws-Racial Segregation In Public Educational Institutions, Neal Seegert S.Ed.

Michigan Law Review

Segregation of races, particularly separation of white and colored races, has long been condoned by American courts as permissible under the Fourteenth Amendment to the Constitution of the United States. Underlying the traditional view is the idea that the equal protection clause is not violated by segregation so long as equal facilities are provided for both races. On this basic premise a large number of jurisdictions, particularly the southern states, have predicated constitutional provisions and statutory enactments compelling racial segregation, while a number of other states where segregation has not been forbidden by express constitutional or statutory provision have achieved …

Witnesses-Dead Man Statutes-Competence Of Spouse Of Party Or Interested Person-Effect Of Divorce, James E. Tobin S.Ed.

Michigan Law Review

The "Dead Man" statutes, enacted in various forms in almost every state, generally forbid a party or person interested to testify in an action involving a decedent's estate. As is well known, these statutes are the lone survival of the common law rule disqualifying parties and persons interested as witnesses in all actions, a rule which has otherwise been universally repudiated because of the realization that pecuniary interest does not necessarily raise any large probability of falsehood and that, even if it did, the risks of admitting such testimony can easily be minimized and are far outweighed by the advantages …

Constitutional Law-Tax Exemption Contract, Grétel Schinnerer

Michigan Law Review

A charter granted in 1863 by the State of Georgia to the Atlantic Coast Line Railroad Company provided as follows: "The stock of said company shall be subject to a tax not exceeding ½ per cent per annum on the net proceeds of its investments." In 1931, the Georgia legislature levied a tax of 5½ per cent on corporate net income. The railroad brought an action seeking to have an assignment under this tax declared invalid, on the theory that the tax as applied to the plaintiff railroad violated the contract clause of the federal Constitution. The Georgia Supreme Court …

An Interim Account On Comparative Conflicts Law, Ernst Rabel

Michigan Law Review

Under the sponsorship of the American "Law Institute and subsequently of the University of Michigan, with the efficient assistance of the Faculty, notably of Hessel E. Yntema as editor, I published the first volume of a work on conflicts law in 1945. A second volume has just followed, after a long delay caused by the vicissitudes of postwar printing. The greater part of a third volume has been readied in the meantime, but its date of publication is not yet fixed.

The task consists in surveying the existing and proposed conflicts rules of the world and in ascertaining their background, …

Corporations--Section 10b Of The Securities Exchange Act--Rule X-10b-5--Duty Of Disclosure In Purchasing Shares, John E. Grosboll S.Ed.

Michigan Law Review

Plaintiffs (father and son) and defendants (two brothers) had owned all the capital stock of two corporations. The four constituted the entire board of directors. Defendants secretly entered into a contract with the National Gypsum Company agreeing to sell the latter the plant and equipment of one of the corporations and one third of the output of the other corporation over a three year period. Later the defendants purchased all of plaintiffs' stock in the two corporations. At that time plaintiffs knew nothing about the negotiations between defendants and National Gypsum, nor did defendants make any disclosures relative thereto. At …

Federal Courts--Rule 33 Of Rules Of Criminal Procedure--Power To Grant A New Trial After Affirmance, Irving Slifkin S.Ed.

Michigan Law Review

One John Memolo was convicted of tax evasion in the District Court of the United States for the Middle District of Pennsylvania. The defendant's motion for a new trial, on the ground of prejudicial conduct of the trial judge, was denied. He then appealed assigning as error all of the grounds stated in his motion and also the denial of the motion for a new trial. The circuit court of appeals affirmed the conviction. The sentence was executed and the defendant imprisoned in a federal penitentiary. Then the district judge reconsidered, and in the interest of justice directed that the …

Criminal Law-Failure Of Accused To Testify--Extent Of Judge's Instruction In Federal Courts, Carson C. Grunewald

Michigan Law Review

In a prosecution against defendant for violation of the White Slave Traffic Act, the trial judge instructed the jury that defendant's failure to testify should not be considered by them in determining his guilt or innocence. On appeal from conviction, held, there was no error in this instruction. United States v. Fleenor, (C.C.A. 7th, 1947) 162 F. (2d) 935.

Municipal Corporations-Validity Of Juke Box Licensing Ordinance As Exercise Of Police Power, Edward S. Tripp S.Ed.

Michigan Law Review

Plaintiff owned and operated coin-operated phonographs, commonly known as juke boxes, in the City of New Kensington, Pennsylvania. The city enacted an ordinance making the possession of coin-operated phonographs or music boxes within the city without a license illegal. An annual license fee of $25.00 per machine was imposed and violators were subjected to fine and imprisonment, each day of illegal operation constituting a separate offense. Plaintiff sought to enjoin enforcement of the ordinance, alleging that it would cause him irreparable injury and that it was unconstitutional because beyond the legislative power of the city council. An injunction was granted …

Rights In Land-Legal Status Of The Spite Fence, Leroy Redfern

Michigan Law Review

Defendants erected a brick wall upon their lot in a manner that cut off light and air to the first floor window of the adjoining premises belonging ,to plaintiffs. Plaintiffs brought a bill in equity to compel removal of the wall. Upon finding that the wall was built merely to annoy plaintiffs, and that it was of no beneficial use to defendants, the chancellor ordered it removed. On appeal, held, reversed. Defendants being lawfully entitled to erect the wall upon their land, the court will not inquire into their motive for so doing. Cohen v. Perrino, (Pa. 1947) …

Trusts-Charities-Erection Of Monument, J. Barrett

Michigan Law Review

Testatrix directed "that my executors . . . erect in the courthouse park at Madera, California, a granite tower . . . to contain a carillon . . . to be placed in the park at a reasonable cost . . . with an inscription . . . to be cut in a conspicuous place on the granite . . . to read as follows: 'Dedicated to the memory of all those . . . who strove to make Madera and Madera County all that it is. John L. Butin, M.D. Mary Ryerson Butin, M.D.'" Held, the devise constituted …

Carrow: Background Of Administrative Law, Michigan Law Review

Michigan Law Review

A Review of BACKGROUND OF ADMINISTRATIVE LAW. By Milton M. Carrow.

Carr: Federal Protection Of Civil Rights: Quest For A Sword, Michigan Law Review

Michigan Law Review

A Review of FEDERAL PROTECTION OF CIVIL RIGHTS: QUEST FOR A SWORD. By Robert K. Carr.

Van Doren: The Great Rehearsal, Michigan Law Review

Michigan Law Review

A Review of THE GREAT REHEARSAL. By Carl Van Doren.

Notes, Michigan Law Review

Michigan Law Review

The information given in the notes is derived from inspection of the books, publisher's literature, and the ordinary library sources.

Mr. Justice William Johnson, Jurist In Limine: Views On Judicial Precedent, A. J. Levin

Michigan Law Review

We have already become familiar with Johnson's awareness of the unconsciousness of mankind "of the shackles which superstition and tyranny had thrown around" it. He was also sensitive to the part which the law had played in preserving such a state of affairs. His keen and analytic mind was unwilling to accept as final what he knew was the illusive mirage of reality. The situation was a frustrating one-so much so that few minds today are prepared to accept the challenge which such a dynamic attitude entailed for him. He began anticipating beyond the capacities of the minds of those …

Interstate Commerce-Freight-Rate Discrimination-Action By The Interstate Commerce Commission And The Supreme Court, John F. Buchman, Iii

Michigan Law Review

The attack upon alleged discrimination against industrial development of the South, Southwest, and West by the maintenance of higher freight-rates on shipments from those sections to the greater markets of the North and East has followed two plans: (1) complaint to the Interstate Commerce Commission to remedy the discrimination by the exercise of its power over the rates themselves; (2) anti-trust action against the agencies through which the rates are initiated. The second plan of attack is illustrated by prosecutions brought by the Department of Justice Anti-Trust Division against forty-seven western railroads for illegal conspiracy to set unfair freight-rates, and …

Quasi-Contracts-Concept Of Benefit, George A. Rinker S.Ed.

Michigan Law Review

One of the basic elements of quasi-contract, and probably the most complex, is the concept of benefit. Its origin lies in the early actions to recover for unjust enrichment, and the early characteristics, for the most part, have persisted to the present time. While "enrichment" is no longer an accurate synonym for benefit, as it once was, the qualitative "unjust" still retains its vigor. Thus, "unjustified benefit" is a more accurate name for the concept. As used in quasi-contract and related fields of law, the concept is composed of several factors, no one of which can be considered as invariable. …

Price Discriminations And Their Justifications Under The Robinson-Patman Act Of 1936, John T. Haslett

Michigan Law Review

The Robinson-Patman Act was approved by the President on June 19, 1936. The purpose of the act was to amend section 2 of the Clayton Act, which prohibited price discriminations in interstate commerce. Congress, by amending section 2 of the Clayton Act, broadened the scope of the section by extending its purposes and prohibitions to price discriminations not formerly covered and by prohibiting other forms of discrimination which give favored purchasers undue cost advantages over their non-favored competitors. It also reduced the extent of requisite competitive injury.

Constitutional Law-Federal Courts-Citizenship In The District Of Columbia As A Basis For Diversity Of Citizenship Jurisdiction, Samuel N. Greenspoon

Michigan Law Review

Plaintiff, a District of Columbia corporation, sued defendant, a Nebraska corporation, in the Municipal Court of Chicago, Illinois. Defendant removed the case to a federal district court pursuant to the provisions of an amendment to the judicial code extending the jurisdiction of the federal courts to suits and controversies between citizens of the District of Columbia and citizens of any state or territory. From an adverse judgment defendant appealed, raising for the first time in the case the question of constitutionality of the amendment conferring jurisdiction. Held, the amendment is unconstitutional. Judge Evans dissented. Central States Cooperatives, Inc. v. …

Constitutional Law-Interstate Privileges And Immunities-State's Proprietary Interest In Its Natural Resources, Daniel W. Reddin, Iii

Michigan Law Review

Plaintiffs, non-residents of South Carolina, brought action to enjoin enforcement of the South Carolina statutes regulating fishing within the three mile maritime belt. The statutes imposed an annual license fee on boats engaged in shrimp fishing of $25.00, if owned by residents, and of $2500.00, if owned by non-residents; it exacted a tax of 1/8 cent per pound on green shrimp taken or "canned, shucked or shipped for market," and it required all licensed boats to unload, pack and properly stamp their catch in South Carolina before shipment to another state. Plaintiffs who fish within and beyond the three-mile limit …

Contracts--Statute Of Frauds--Validity Of Memorandum Made Prior To Oral Contract, Edward S. Tripp S.Ed.

Michigan Law Review

Plaintiff and defendant exchanged several letters concerning six contiguous lots which defendant owned. In one letter plaintiff made an offer to purchase the lots which was declined by defendant. Plaintiff then requested defendant to name her price. She replied that they were worth at least $12,000 but made no offer to sell. Subsequently they orally contracted for sale of the lots for $11,000. As a down payment plaintiff gave defendant a $500 check which contained a notation that it was "to be applied on purchase of property on E. Central Ave., Albuquerque, N. M. . . ." Defendant indorsed and …