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Corporations Keyed to O’Kelley
Applestein v. United Board & Carton Corp.
Citation:159 A.2d 146 (1960)
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*Case Brief Anatomy includes: Brief Prologue, Complete Case Brief, Brief Epilogue
- The Brief Prologue provides necessary case brief introductory information and includes:
- Topic: Identifies the topic of law and where this case fits within your course outline.
- Parties: Identifies the cast of characters involved in the case.
- Procedural Posture & History: Shares the case history with how lower courts have ruled on the matter.
- Case Key Terms, Acts, Doctrines, etc.: A case specific Legal Term Dictionary.
- Case Doctrines, Acts, Statutes, Amendments and Treatises: Identifies and Defines Legal Authority used in this case.
- The Case Brief is the complete case summarized and authored in the traditional Law School I.R.A.C. format. The Pro case brief includes:
- Brief Facts: A Synopsis of the Facts of the case.
- Rule of Law: Identifies the Legal Principle the Court used in deciding the case.
- Facts: What are the factual circumstances that gave rise to the civil or criminal case? What is the relationship of the Parties that are involved in the case. Review the Facts of this case here:
United entered into a written agreement with Interstate and Epstein on July 7, 1959. In its language, it is not designated or referred to as a merger agreement. In fact, the word “merger” nowhere appears in that agreement. On the contrary, the agreement recites that it is an exchange of Interstate stock of United Stock. Epstein agrees to assign and deliver to United his 1,250 shares of the common stock of Interstate solely in exchange for 160,000 as yet unissued shares of voting common stock of United. The agreement does not contemplate the continued future operation of Interstate, as a subsidiary of United. Rather, it provides that United will take over all the outstanding stock of Interstate, that all of Interstate’s assets and liabilities will be recorded on the books of the company, and that Interstate will be dissolved. In notifying its stockholders, in its proxy statement United advised the stockholders that the proposal to approve the issuance of the common stock of the company is being submitted to the vote of the stockholders solely because of the requirements of the New York Stock Exchange.
- Issue(s): Lists the Questions of Law that are raised by the Facts of the case.
- Holding: Shares the Court's answer to the legal questions raised in the issue.
- Concurring / Dissenting Opinions: Includes valuable concurring or dissenting opinions and their key points.
- Reasoning and Analysis: Identifies the chain of argument(s) which led the judges to rule as they did.
- The Brief Prologue closes the case brief with important forward-looking discussion and includes:
- Policy: Identifies the Policy if any that has been established by the case.
- Court Direction: Shares where the Court went from here for this case.