Stella v. Kaiser

L. HAND and FRANK, Circuit Judges.

The appellant begins his petition by saying that it is “addressed to the concurring opinion,” and for that reason we confine ourselves to the point raised therein. First, we hold that the question whether the release of those who were defendants in the Michigan action is a release of Brown is a question of federal law, because the only claim in suit arises under the Securities Exchange Act of 1934, 15 U.S.C.A. § 78a et seq. Garrett v. Moore-MeCormack, 317 U.S. 239, 63 S.Ct. 246, 87 L.Ed. 239; Dice v. Akron, etc., Railroad Co., 342 U.S. 359, 72 S.Ct. 312, 96 L.Ed. 398. Tested by federal law the appeal falls directly within the doctrine of McKenna v. Austin, 77 U.S.App.D.C. 228, 134 F.2d 659, 664, 148 A.L.R. 1253, for the releas- or—i. e., the corporation—expressly included Brown in the release, which can leave nó doubt as to its intent. We repeat what we thought we had said before: the question is not whether the Michigan judgment is res judicata here; Bigelow v. Old Dominion Copper and Smelting Company, 225 U.S. 111, 32 S.Ct. 641, 56 L.Ed. 1009, has no bearing on the appeal. Nor would it better the plaintiff’s case, had it appeared that the corporation did not add anything to the consideration for the inclusion of Brown. The only relevant fact is that the corporation’s release of the defendants in the Michigan action is beyond any challenge by it, whether it is represented by this plaintiff or any other shareholder. That being so, the sole and only question is whether that release ipso facto effected a release of Brown; as it did, because such is the federal law.

The petition is denied.