Schapira, J.c.c. (temporarily assigned).
Plaintiffs Joel and Barbara Bohrer are registered stockholders of 104 shares of defendant corporation United States Lines Company, and plaintiffs Joel and Jeanette Bohrer are the beneficial owners of 500 shares of the same stock standing in the "street name" of Walston & Company (Walston), a stock brokerage house. This action is brought under R.S. 14:3-5 and N.J.S.A. 14:12-7 for the appointment of appraisers to determine the value of plaintiffs' stock, after they and Walston notified the corporation, in writing, of their dissent to a proposed plan of reorganization.
Defendant contends that with respect to the 500 shares standing in the "street name" of Walston & Co., plaintiffs, as beneficial owners, cannot institute appraisal proceedings, since such proceedings are only available to the registered owner of the stock. Defendant further contends that since the statute provides that suit for appointment of appraisers is to be brought within 60 days from the date of the approval of the reorganization plan, Walston has lost its right to maintain this action. The court has also been petitioned to amend the pleadings so as to include Walston as a party plaintiff, the amendment, if granted, to relate back to the time of the institution of this action.
The following are the salient facts considered by the court in arriving at its decision:
(1) Plaintiffs' stocks were voted by Walston against the reorganization plan at the scheduled meeting of stockholders on June 7, 1966.
(2) Pursuant to R.S. 14:3-5, on June 17, 1966 Walston, on behalf of plaintiffs demanded:
"* * * payment for five hundred (500) shares of common stock which were voted against said proposal at the stockholders Annual Meeting held on June 7, 1966. These shares are registered in the name of Walston & Co., Inc. The beneficial owners are:
Mrs. Jeanette Bohrer, 60 S. Munn Ave., East Orange, New Jersey
Mr. Joel L. Bohrer, 60 S. Munn Ave., East Orange, New Jersey."
(3) On June 20, 1966 a letter was written over the signature of Joel L. Bohrer to defendant United States Lines Company, detailing the stock holdings of Joel, Barbara and Jeanette Bohrer. It referred to their dissent to the reorganization plan, and demand was made for ...