No. 237.Circuit Court of Appeals, Second Circuit.
March 6, 1933.
Appeal from the District Court of the United States for the Southern District of New York.
Suit by Jason F. Whitney and others against the Puro Filter Corporation of America. From decree dismissing plaintiffs’ bill and from an order denying temporary injunction, plaintiffs appeal.
Affirmed.
Page 812
Frank R. Pentlarge and David C. Johnson, both of New York City, for appellants.
Zalkin Cohen, of New York City (Nathan Coplan and Barney Fensterstock, both of New York City, of counsel), for appellee.
Before L. HAND, SWAN, and CHASE, Circuit Judges.
PER CURIAM.
The bill alleges that the defendant declared a dividend on July 5th payable on July 20th. It was filed on July 8th, and therefore before the payment which it seeks to enjoin. The order to show cause was issued on July 12th, also before the date of payment. The relief sought was therefore more than a declaratory judgment, and the court has jurisdiction.
On the merits it is plain that both decree and order were correct. The purpose of the charter was to give a limited priority to class A stock, which should end when any share or shares had received an aggregate of $1.60 in dividends. Although the provision is peculiar, it was not unlawful, and it is so plain that discussion cannot clarify it. The preferred shareholders appear to have been content to give up their birthright for this mess of pottage. Any who bought A shares thereafter were fully advised that their advantage ended when the original A shareholders had got what they bargained for. The charter was before them and they were charged with notice of its plain meaning.
Decree and order affirmed.