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Milberg v. Seaboard Trust Co.

Decided: May 28, 1951.

FANNY MILBERG, AND THE BOARD OF COMMISSIONERS OF THE MAYOR AND COUNCIL OF THE CITY OF HOBOKEN, NEW JERSEY, PLAINTIFFS-APPELLANTS,
v.
SEABOARD TRUST COMPANY AND HUDSON COUNTY NATIONAL BANK, DEFENDANTS-RESPONDENTS



On appeal from the Superior Court, Chancery Division.

For affirmance -- Chief Justice Vanderbilt, and Justices Case, Heher, Oliphant, Wachenfeld, Burling and Ackerson. For reversal -- None. The opinion of the court was delivered by Wachenfeld, J.

Wachenfeld

This is an appeal from a judgment in the Superior Court confirming a master's report and discharging the liquidating trustees of the Seaboard Trust Company. There is also an appeal from an order made by the court below directing the money involved in the litigation be paid into court and making allowances to the master and to counsel.

Fanny Milberg originally appealed from the final judgment and the order of the Superior Court relating to the

allowances of fees to counsel and to the master. She, however, abandoned her appeal from the order supra and became a respondent as to this phase of the litigation. The cause was certified here on our own motion.

The question presented arose out of the liquidation of the Seaboard Trust Company, a banking institution in Hoboken, and the query was whether or not the liquidating trustees of that company discharged the full duty cast upon them by law in accepting the bid of $1,524,523.59 for the assets sold to the Hudson County National Bank, which also assumed the liabilities of the Seaboard Trust Company. The inquiry in substance is whether or not the purchase price was fair and reasonable.

The accepted price amounted to $30.49 per share and this was coupled with an offer by the Hudson County National Bank to pay $32 per share for all stock tendered for cancellation up to July 1, 1950, which date was subsequently extended to the time of the master's hearing.

The Seaboard Trust Company came into being in 1933 as a result of the failure of the old Steneck Trust Company in Hoboken. Late in 1949, negotiations for its sale were entered into with the Hudson County National Bank resulting in the offer aforementioned. The proposal was reported to the stockholders of the Seaboard Trust Company by its board of directors, who were of the opinion that $32 a share was a fair price. There were 50,000 shares of the stock of the Seaboard Trust Company which were outstanding and as a result of the offer of the Hudson County National Bank 80 per cent of the 50,000 shares was acquired.

On April 10, 1950, at a meeting of the board of directors of the Seaboard Trust Company, a resolution for the dissolution of the Seaboard Trust Company was passed and was submitted to the stockholders at a meeting on April 27. Stockholders owning shares aggregating 39,484 voted in favor of dissolution and a certificate evidencing that fact was filed with the Commissioner of Banking and Insurance pursuant to the statute. On April 28, 1950, a certificate of the Banking

Commissioner was issued, declaring that the Seaboard Trust Company should be dissolved.

On April 29, 1950, the directors of the Seaboard Trust Company, acting as trustees in dissolution, met to consider their course of action in liquidating the assets of the Seaboard Trust Company. They accepted the offer of the Hudson County National Bank to purchase the assets of the Seaboard Trust Company for the sum already stated and to assume the liabilities of the trust company.

The City of Hoboken held 6,582 shares of stock and Fanny Milberg was the owner of 18 shares. Many shares were held by other stockholders, some of whose addresses were unknown, who had not accepted the Hudson County National Bank's offer to buy at $32 per share.

Milberg and the City of Hoboken, when advised the Seaboard Trust Company was considering the matter of liquidation, made an application to the Superior Court for an order enjoining the meeting. The injunction was denied, the meeting was held, and the matter proceeded in the regular course, resulting in the appointment by the court of a master to take testimony to determine whether or not the board of directors, acting as trustees in liquidation, discharged their full duty in disposing of the assets and if the value set by them, to wit, $30.49 per share, was a fair value for the assets so disposed of.

The appellant contends the purchase price offered was not fair and reasonable because the bank building was worth more than the $75,000 valuation placed upon it in the negotiations with the Hudson County National Bank and because nothing was paid for the good will of the Seaboard Trust Company although it was a going concern, had deposits of approximately $10,600,000 at the time of its absorption, was in a liquid condition, and had been in operation for over 15 years.

As to the real estate, the appellant relies upon the testimony of an assessor of the City of Hoboken, who estimated its value to be $133,400. ...


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