W. G. Nuelsen and Harriet M. Nuelsen v. L. C. Sorensen

This action for damages and other relief is an outgrowth of the merger of Kelite Products, Inc. an Illinois corporation, and Kelite Products, Inc., a California corporation. Both were manufacturers and distributors of chemical cleaning compounds, the Illinois corporation under license from the California corporation. The merger was effectuated on April 1, 1955, at which time the Illinois corporation passed out of existence, its assets and liabilities taken over by the California corporation.

The suit, based on allegations of fraud and conspiracy, was brought by W. G. Nuelsen who had been the principal stockholder and president of the Illinois corporation. He had no complaint concerning the terms of the merger agreement, but rather with the way in which that agreement and certain related agreements were carried out. Named as defendants in addition to the California corporation were L. C. Sorensen, its principal stockholder and president, and the other parties listed in the margin. Ju risdietion in the district court rested on diversity of citizenship.

Issue was joined on the allegations of fraud and conspiracy, and the cause was tried to the court without a jury. Near the end of…