Teren

Teren v. Howard

Good Law
322 F.2d 949
United States Court of Appeals for the Ninth CircuitSeptember 4, 1963No. 18133California3,309 words

Opinion

Lead Opinion

Carter, J.

This is a stockholder’s derivative suit in which the plaintiff stockholders (appellees) sued on behalf of the Columbia River Paper Company, a Delaware corporation, hereinafter termed “Columbia” and received judgment against certain directors of Columbia.

The major question presented is whether or not the evidence is sufficient to support the findings of the trial court. If this question is answered in the affirmative, numerous subsidiary questions arise. These are, inter alia:

(1) Is relief barred in whole or in part by a statute of limitations or by laches ?

(2) Have the appellees lost their standing to defend this appeal owing to the merger of Columbia into another corporation subsequent to the rendering of the judgment? *951 (3)' Are any of the defendant directors entitled to reimbursement of attorneys’ fees and costs by the corporation?

THE COMPANY BACKGROUND

The facts of the case are these. In 1926, F. W. Leadbetter organized Columbia as a holding company, to hold the stock of two existing paper mill corporations, Columbia River Paper Mills, hereinafter called “Mills” and Oregon Pulp and Paper Company, hereinafter called “Oregon Pulp.” In 1959, the two subsidiary…

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