
    Arthur J. Baldwin et al., as Executors of Joseph D. Carroll, Deceased, Appellants, v. The Bay Realty Company et al., Respondents.
    
      Baldwin v. Bay Realty Co., 169 App. Div. 941, affirmed.
    (Argued November 29, 1916;
    decided December 15, 1916.)
    Appeal from a judgment of the Appellate Division of the Supreme Court in the second judicial department, entered July 8, 1915, affirming a judgment in favor of defendants entered upon a dismissal of the complaint by the court on trial at Special Term. The action is one to have declared void a conveyance by the defendant, the Bay Realty Company, of a tract of land at Brighton Beach, substantially all its property, to the Brighton Beach Racing Association, on the ground that such transfer was prohibited by section 28 of the Stock Corporation Law. Plaintiff’s testator held, a certificate of stock of the Bay Realty Company indorsed in blank as collateral for a loan. The complaint alleged that the Bay Realty Company owned the land; that it did not receive the consideration for the transfer to the Brighton Beach Racing Association; that the property conveyed was all the property of the corporation; that the deed of October 26, 1908, was void, being the transfer of all the property of the corporation, and because the corporation did not receive the consideration; and that it was in effect a withdrawal of the capital of the Bay Realty Company; that thereby the collateral held by the plaintiffs and their testator decreased in value, and they, therefore, ask that the transfer be set aside.
    
      Martin Conboy and Leonard D. Baldwin for appellants.
    
      James M. Gray and Lynn C. Norris for respondents.
   Judgment affirmed, with costs; no opinion.

Concur: Willard Bartlett, Ch. J., Chase, Collin, CUDDEBAOK, HOGAN, CARDOZO and POUND, JJ.  