
    In the Matter of Leon Juster, on His Own Behalf and on Behalf of All of the Holders of Stock of Foundation Company, et al., Petitioners, against Gordon J. Morrison et al., as Inspectors of Election of Foundation Company, et al., Respondents.
    Supreme Court, Special Term, New York County,
    August 3, 1956.
    
      Manning, Hoilinger £ Shea (Bruce A. Becker of counsel), for petitioners.
    
      Milbank, Tiveed, Hope £ Hadley (A. Donald MacKinnon of counsel), for John Oman and another, respondents.
    
      Wickes, Riddell, Bloomer, Jacobi £ McGuire (Herbert J. Jacobi of counsel), for Gordon J. Morrison and others, respondents.
   Henry Epstein, J.

In the light of the sharply conflicting claims of the adversary parties regarding the vote for the election of directors of respondent Foundation Company, this court cannot itself undertake to substitute itself for the tellers of the election. The “ Supplementary Report of Inspectors of Election”, dated July 26, 1956, has been carefully studied, as have all the papers and memoranda submitted by the adversary parties. The annual meeting of the stockholders, at which the purported election took place, has been adjourned until the further order of this court. The court has been troubled by the decisions and opinions in McGoldrick v. Rotwein (N. Y. L. J., Feb. 6, 1952, p. 508, col. 6) and Segal v. Bresnick (N. Y. L. J., April 18, 1952, p. 1551, col. 7) by two Justices now sitting in the Appellate Division of this department. Yet on the particular facts in this case, and in the light of the legislative history of section 25 of the General Corporation Law, the court is persuaded that it is limited to ‘ ‘ confirm the election or order a new election, as justice may require ”. It is therefore determined in the interest of justice that a new election be held and that this court designate a person, wholly disinterested and of unquestioned stature, to supervise said election and report to the court thereon. Professor Paul B. Hays of Columbia University Law School is hereby designated for said purpose.

Submit order embodying the above decision prior to August 8,  