Zeckendorf v. Steinfeld
225 U.S. 445 (1912)

Annotate this Case

U.S. Supreme Court

Zeckendorf v. Steinfeld, 225 U.S. 445 (1912)

Zeckendorf v. Steinfeld

Nos. 139, 140

Argued Mach 15, 1912

Decided June 7, 1912

225 U.S. 445

Syllabus

One of the parties interested in and having control of a mining company purchased a neighboring group of mines and agreed that the company should have the opportunity of taking them on reimbursing him for outlay; if not availed of, he to keep them for his own. Subsequently, the combined groups being sold, he claimed the agreement had by reason of certain resolutions been rescinded, and that he was entitled to the proceeds of the purchased group. The case was twice before the supreme court of the territory: on the first appeal, that court held that the agreement had been rescinded.

Held that:

The findings of fact sent up from the territorial court must alone be the basis of the judgment of this Court.

In interpreting the action of stockholders in passing resolutions regarding the relative rights of the corporation and one of the stockholders and officers in property of the corporation, the surrounding facts and circumstances may be considered.

Page 225 U. S. 446

The agreement that the company could acquire the purchased group was carried out, and not rescinded.

Whatever effect the decision of the supreme court of a territory may have, as the law of the case, on the lower court or on the supreme court itself, prior to an appeal to this Court, it is not the law of the case for this Court.

Under the circumstances, the appointment of a receiver and his continuance for final settlement of the affairs of the company was proper.

The facts, which involve the construction of contracts relating to sale of mining properties in Arizona, are stated in the opinion.

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