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Reports of Cases in the High Court of Chancery of Maryland 1846-1854
Volume 200, Volume 3, Page 450   View pdf image (33K)
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450 HIGH COURT OF CHANCERY.
titled, on payment of said balance, to a re-transfer of his said
stock, and for general relief.
The defendant, in answering that part of the bill which
speaks of the merger and reduction of the capital stock of the
Company, by the transfer to it of the complainant's stock,
says the transfer "had the effect, by operation of law, to
merge, extinguish, and annihilate so much of the capital stock
of the respondent, and practically to reduce it from an amount
of $108,206 83, at which it stood before the transfer, to the
amount of $98,574 51, being a reduction to the extent of
$9,63232."
Both parties, therefore, speak of the transfer as effecting a
merger of the stock transferred; but they differ in this, that
the complainant insists, that the stock merged may be re-
created, or resuscitated, by the decree of this Court, directing
the defendant to make a re-transfer to the complainant.
Whilst the defendant maintains, that the stock was absolutely
annihilated by the transfer to the Company, the transfer
enuring to the benefit not of the defendant in its corporate
capacity, but to the benefit of the respective proprietors of
shares in their natural capacities.
Before expressing an opinion upon the power of this Court
to resuscitate this stock, or on the propriety of exerting the
power, if it exists, it may be well to dispose of an objection,
founded upon the order of the 22d of November, 1848, by
which it is supposed this question was adjudicated.
In the opinion, and also in the introduction to the order, it
was declared that the charge of fraud in fact, in procuring the
settlement of the 1st of .June, 1844, was not sustained by the
proof. And it was thereupon ordered, " that said settlement
should stand and be established;" but liberty was given to the
complainant to surcharge and falsify the accounts, upon which
the settlement Was founded, in certain particulars therein speci-
fied. The settlement of the 1st of June, 1844, by which the
amount supposed to be due from the complainant to the defen-
dant was ascertained, not being obnoxious to the imputation
of fraud in fact, it was adjudged that it should stand until the

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Reports of Cases in the High Court of Chancery of Maryland 1846-1854
Volume 200, Volume 3, Page 450   View pdf image (33K)
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