Gearing v. Kelly

Court of Appeals of New York, 182 N.E.2d 391 (1962)


P, stockholders of Radium Chemical Company, wanted to set aside the election of a new Director of the Corporation.  The Director was voted on without a quorum.  However, Meacham, a board member, deliberately did not show up so that a quorum could not be reached.


Whether “justice requires” a new election of the director in a court of equity.


No.  “…appellants have failed to show that justice requires a new election, in that they may not now complain of an irregularity which they themselves have caused.”  By intentionally not attending, Meacham cannot now bring suit.  Meacham’s representation on the board was her power to vote down the Director selection, but she surrendered that power voluntarily.


Judge Froessel – the by-laws are clear as can be that a quorum is required.  It is not for the judge to overrule the bylaws because he feels a quorum was intentionally denied.

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