# Stella v. Kaiser

> Court of Appeals for the Second Circuit · April 11, 1955 · 221 F.2d 115

URL: https://www.frixlaw.com/law-library/cases/6911529

## Case

- **Full name:** Michael STELLA, on behalf of himself and all other stockholders of Kaiser-Frazer Corporation v. Henry J. KAISER, Joseph W. Frazer, Edgar F. Kaiser, G. G. Sherwood, E. E. Trefethen, Jr., Clay P. Bedford, W. A. MacDonald, O. B. Motter, Hickman Price, Jr., Walston S. Brown and Kaiser-Frazer Corporation
- **Court:** Court of Appeals for the Second Circuit
- **Decided:** April 11, 1955
- **Citations:** 221 F.2d 115
- **Precedential status:** Published
- **Opinion:** Concurrence by Clark
- **Judges:** Clark, Frank, Hand
- **Cited by:** 8 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/6911529

## Opinion text

CLARK, Chief Judge
(concurring).
I concur in the result reached, but still believe that emphasis on intent without recognition or notice of the crucial role of the federal rule in making that intent operative misstates the problem. It is Hamlet with the Prince’s role omitted. Stella and the other stockholders were *117 pursuing a right of action which they had (whether one adds “in right of the corporation” or not). Unless they consented or lost on a judgment on the merits — actually they could not have consented less and there was no trial — the only way they could be eliminated was by operation of F.R. 23(e), 28 U.S.C., in the way stated in my original opinion. The opinion herewith has to get its authority from the rule’s operation; so to recognize now would avoid confusion in the event of future resort to the decision as a precedent.

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/6911529. Public record. Not legal advice.