1. Defendant stockholder objects to the confirmation of the sale of the assets of the defendant company in dissolution to the general guardian of the infant judgment creditor of the company, for $65,000, made pursuant to an order of the Court of Chancery. Held, the cases of Federal Title and Mortgage Guaranty Co. v. Lowenstein, 113 N.J. Eq. 200, and Young v. Weber, 117 N.J. Eq. 242, are not precedent or authority for the objector in the instant case, which is one of a sale of corporate assets in liquidation, and a purchase thereat by one of the creditors of that corporation.
2. Assuming, as the objector to the confirmation of the sale herein contends, that the present case is substantially one of a sale in execution by a judgment creditor, no case is cited or known where the principles of the Young and Lowenstein Cases have been applied in such instance.
3. Assuming that the principles of the Young and Lowenstein Cases should be applied to cases of sales in liquidation or sales in execution by a judgment creditor, where circumstances exist similar to those forming the basis for the equitable relief granted in those cases, nevertheless, the objector here has not established the existence of such circumstances. The burden is upon him to establish them. The bid of $65,000 is certainly not a mere nominal bid, especially where the alleged actual value is only approximately double that amount. Neither has the objector established that the bid is unconscionably low or inadequate; nor is it true in the real sense of the term that there was an absence of competitive bidding in this case. Further, the objector has not established any condition of economic emergency at the time of the sale, and his affidavits as to his inability to raise capital are in nowise detailed or explicit.
4. Confirmation of the sale of the assets of the defendant company in dissolution ought not to be withheld under all the circumstances and proofs before the court. There is no evidence, nor even intimation, of any probability that any higher price could be obtained on a resale, if such should be ordered; rather the contrary. On the proofs it is not established that $65,000 is not the present fair actual value of the property.
5. All equitable relief to which the objecting stockholder herein can possibly be entitled can be preserved by reserving to him the right to apply hereafter, if and when proper circumstances arise, for some additional credit against his liability under the original decree adjudging the defendant company, the objector and another defendant jointly and severally liable to the infant, as, for example, if the present purchaser should re-sell the assets for a sum much greater than $65,000, or other facts should develop sufficient to establish that the judgment creditor had in fact obtained by these assets a value greater than $65,000 which should be credited against the original decree; and by providing that the confirmation of the present sale should be without prejudice or controlling effect if and when such later election be made.
6. The objecting defendant stockholder paid certain premiums on an insurance policy which was assigned to the defendant corporation as security for a debt due to the corporation from one of its debtors. The policy was sold as part of the corporate assets. Held, the defendant is entitled to an equitable lien on the policy for the amount of the premiums paid by him. If the purchaser of the corporation assets desires to keep the policy, she must pay him the amount of such lien.
PER CURIAM.
The order under review will be affirmed, for the reasons expressed by Vice-Chancellor Buchanan.
For affirmance — THE CHIEF-JUSTICE, PARKER, CASE, BODINE, DONGES, HEHER, PERSKIE, PORTER, COLIE, DEAR, WELLS, WOLFSKEIL, RAFFERTY, HAGUE, THOMPSON, JJ. 15.
For reversal — None.