Charles A. Willoughby and Robert B. Berger, Appellees, v. Charles S. Port, Appellant, and Alban H. Norton, Defendant, 277 F.2d 149 (2d Cir. 1960)

Charles S. Port has applied to us to stay enforcement of a preliminary injunction granted by Judge Dimock on April 1, 1960, which enjoins him from voting certain proxies at the annual meeting of Great Sweet Grass Oils Limited, a Canadian corporation, to be held in New York City on April 4, 1960. The proxies were secured as a result of a letter of solicitation dated March 14, 1960. Upon the hearing of the application for a stay it was agreed by both parties that we should also determine the merits of the appeal from Judge Dimock's order. Federal jurisdiction rests on diversity of citizenship.

The members of the Court having indicated during the course of lengthy argument that they were disposed to the view that there was ample basis for Judge Dimock's order but that they felt it would be more equitable to the stockholders of the company to adjourn the annual meeting for a sufficient period of time to permit all parties to further inform the stockholders and solicit their proxies, both parties indicated their willingness to cooperate with respect to such an adjournment of the April 4 meeting.

We affirm Judge Dimock's order of April 1, 1960, but direct that it be modified in two respects: first, that the plaintiffs and their agents and servants be required to take all action necessary to postpone and adjourn until April 18, 1960 the meeting called for April 4, 1960, including a corresponding postponement and adjournment of the time for depositing proxies, and, second, that the injunction with respect to the defendant's voting of proxies be modified to permit him to vote the proxies at the meeting of April 4, 1960, solely and only for the purpose of postponing the meeting until April 18, 1960.