CORPORATIONS. 243

stockholder and his corporation shall fail to agree upon the fair value of
said stock, the stockholder shall be entitled to file against his said corpora-
tion in any court of equity having jurisdiction over the same, a petition
for an accounting and for the ascertainment of the fair value of his shares,
and thereupon such proceedings shall be had as are provided by Section
35 of this Article. The proceeding by a dissenting stockholder hereunder
shall not prevent or delay the execution and performance of any agree-
ment approved as aforesaid; but in the case of every such sale, lease, or
exchange, the vendee, lessee or grantee shall take the property of the
grantor corporation subject to its debts and liabilities, including the claim
of such dissenting stockholder if such dissenting stockholder shall have
notified the vendee, lessee or grantee corporation in writing of such claim
within twenty days after the meeting of stockholders of his corporation;
and such property may be subject to execution on any decree entered as
herein provided, and such decree shall have priority over any incum-
brance placed by the grantee corporation upon the property so bought,
leased or exchanged; provided, however, ' that the right granted to a
dissenting stockholder hereunder to demand payment for his stock shall
cease, if at any time prior to the entry of any decree herein provided for,
the defendant corporation shall make it appear to the court that the
agreement of sale, lease or exchange has been rescinded by appropriate
corporate action, so that the stock of such dissenting shareholder remains
unaffected thereby; and provided further, that the provisions of this Sec-
tion and of the four preceding Sections shall not impair or affect in any
way any restrictions, limitations or other provisions, contained in any
ordinance granting or conferring any franchise heretofore passed by any
municipal corporation of this State prohibiting, limiting or restricting the
transfer or assignment of such franchise.

Bill containing no allegation that trade secrets of corporation had been
divulged, and as such secrets under allegations of bill are assets of such corpo-
ration, fraud on minority stockholders not made out. Allegations merely show-
ing controversy over value in an infra vires corporate matter, not sufficient, not-
withstanding unity of control and purpose of directors and stockholders of buy-
ing and selling corporations. Real complaint that price of stock inadequate.
Rights of dissenting stockholders under this section and sec. 35. See notes to
sec. 84. Homer v. Crown Cork & Seal Co., 155 Md. 78.
See notes to sec. 10.

1927, ch. 581, sec. 36 1/2.

36 1/2. If any sale, lease, exchange or transfer of the property and assets
of a corporation as an entirety or substantially as an entirety shall be
made pursuant to authority conferred by an amendment to its charter, in
the absence of a reservation in. such charter of the right to make such
amendment, any holder of stock in the corporation issued prior to the
making of such amendment, who has not voted for or consented in writing
to such amendment or such sale, lease, exchange or transfer, may, within
twenty days after notice thereof shall have been given to him by leaving
the same with him or at his usual place of business, or by mailing it, post-
age prepaid, and addressed to him at his address as it appears upon the
books of the corporation, (but not afterwards) make upon his corporation