for approving the sale for a price which they found was inadequate, after a greater amount could not be obtained for the property when offered at public sale, and in this we think they fell into error.

sale was confirmed without any reference being made to the action ordered if the upset price should not be obtained, and we must conclude that that part of the decree was not considered by this court.

As an original proposition, we cannot think that the amount offered for property at a public sale for cash is such a measure of its value that the failure to obtain a bid at such sale for more should be accepted by courts as a sufficient reason for affirming a sale for a price which they [602] found, on other evidence, to be inadequate. In business life forced sales for cash are such a last resort for obtaining money that a sale "under the hammer" is synonymous with a sale at a sacrifice, and prices obtained at such sales have usually been rejected by courts when tendered as evidence of value.

In this case, from evidence as to the character of the Alice properties, their location and surroundings, and from the opinions of experts, the trial court concluded that the price paid for them was inadequate, and we cannot doubt that from like or other evidence a more trustworthy conclusion could be obtained as to what their value was than would be derived from an offer at a public sale for cash.

In the Pewabic Case the charter period of the corporation having expired, a majority of the stockholders favored the organization of a new company, with the same amount of capital stock as the old, to take over the whole of its property, and that there should be allotted to the stockholders the same number of shares which they held in the old company, or, in the alternative, that those who did not desire the stock should receive the value of their shares, computed on a basis of $50,000 for the entire property of the company. The minority stockholders favored sale of the property and division of the proceeds. [601] On the bill. filed by the minority stockholders the circuit court enjoined the transfer to the new company, and ordered a public sale of the property by a master, with a proviso in the decree that if no bids were offered in excess of $50,000 above the debts of the company, then the proposal of the majority should be carried into effect under the direction of the master. Before the property was offered for sale each of the parties ap- To this it must be added that the resolupealed to this court from separate parts tions of the Alice Company to sell and of the decree. On that appeal, in addition of the Anaconda Company to purchase to a question of accounting, not material were for a price named, to be paid and here, this court considered and decided received in designated stock. Neither only the question whether, on such a wind-contemplated a public offering of the ing up of the affairs of a corporation, properties, and that a sale should be made the majority of the stockholders could at another price, greater than an amount lawfully compel the minority to either take stock in a new company or accept for their stock a value to be fixed by the majority. No mention is made in the opinion of the court of the alternative character of the order of sale, and, although it was subsequently shown that the price proposed was an inadequate one, there had not been any finding by the

lower court that such was the fact when the case was decided here. It is probable that there was no objection to this feature of the decree. The minority stockholders, praying, as they were, for a public sale, for obvious reasons would not object to it, and the contention of the majority was that no sale at all should be ordered, but that their reorganization plan should be adopted. The decree of the circuit court that the property should be sold at public

65 L. ed.

28

decreed by the court, if it should be offered. Under the pleadings the court had power to confirm the sale if it was found to have been lawfully made, but only upon the terms on which the parties had contracted to make it; and when the price was found to be inadequate, a decree should have been entered, vacating and setting it aside, as prayed for by the appellants.

It results that the decree of the Circuit Court of Appeals must be reversed and the case remanded to the District Court for further proceedings in conformity with this opinion.

Reversed and remanded.

Mr. Justice McReynolds concurs in the result.

433

[603] STATE OF OKLAHOMA, Com- relief, is hereby denied, without preju

plainant,

Orders announced by Mr. Justice McKenna:

dice.

The motion of C. J. Benson, William Murdock, and James R. Armstrong, filed herein December 20, 1920, for an order requiring Frederic A. Delano, Esq., receiver, to file an inventory of certain material and equipment purchased by him and paid for out of the proceeds of the oil produced by him from certain premises in said motion described, and to account for the value thereof; and requiring said receiver to file forthwith an itemized statement of moneys charged by him against certain wells, and a statement of all sums of moneys realized by him from certain wells, and for other relief, as in said motion specified, is hereby denied without prejudice.

Upon consideration of the motion of Southwest Petroleum Company, filed The Motion of the Sinclair Oil & Gas herein January 3, 1921, for an order diCompany, filed herein on December 20, recting Frederic A. Delano, Esq., receiver 1920, for an order to require Frederic A. herein, to return to said company, purDelano, Esq., receiver, to refund to it one suant to the order of June 7, 1920, a cersixteenth (1/16) of the proceeds of the tain well, known as receiver's well numoil produced from certain premises in said ber one hundred and eighty (180), togethmotion described, and heretofore deposit-er with the land appurtenant thereto and ed with said receiver pursuant to the the structures, equipment, and material order of this court, together with the in-pertaining to said well, and the reterest collected thereon by said receiver, sponse of the receiver to said motion, and to require said receiver to surrender filed January 5, 1921, and the reand pay to said Sinclair Oil & Gas Com- sponse of the United States, filed Janupany one sixteenth (1/16) of the oil or ary 22, 1921, it is ordered that said the proceeds thereof delivered to said re-receiver do return to said Southwest ceiver since the 15th day of October, Petroleum Company said well number 1920, is hereby denied, without preju

dice.

one hundred and eighty (180), which lies south of the south edge of the sand The petition of the Oklahoma Petro- bed of the Red river as it was on the 1st leum & Gasolene Company, filed herein day of April, 1920 (marked generally by on December 20, 1920, for an order the border line of vegetation along the requiring Frederic A. Delano, Esq., edge of the flood plain), together with receiver, to file a statement of expenses the land appurtenant thereto, lying to incurred by him from May 16, 1920, the south of the south edge of the sand to July 1, 1920, in operating certain bed of said river, and the structures, wells designated in said petition, and equipment, and material pertaining to requiring said receiver to pay to said said well, and the net proceeds of the company the proceeds of one-sixteenth production thereof that have [605] (1/16) of the oil produced from said come to the hands of said receiver, wells from April 1, 1920, to November less operating expenses and reservations, 15, 1920, and the interest collected by upon terms that said Southwest Petrosaid receiver upon said proceeds, and leum Company comply with the prorequiring said receiver to refund to said visions contained in the order of this company one third (3) of the three six- court, made June 7, 1920, respecting teenths (3/16) of the proceeds of the oil the return of certain lands lying south from said wells, paid to said receiver of the south edge of the sand bed of since November 15, 1920, and that said said river which were, on the 1st day company be not required hereafter to of April, 1920, in the possession of pay to said receiver more than two six-persons claiming under patents from the teenths (2/16) [604] of the oil and gas state of Texas, and not included in the produced from said wells, and for other river-bed lands as in said order defined.

254 U. S.

MEMORANDA

OF

CASES DISPOSED OF WITHOUT OPINIONS.

Mr. W. W. Scott for appellant. Assistant Attorney General Davis for appellee.

November 8, 1920. Per Curiam: Affirmed upon the authority of Jackson v. United States, 230 U. S. 1, 57 L. ed. 1363, 33 Sup. Ct. Rep. 1011; Hughes v. United States, 230 U. S. 24, 57 L. ed. 1374, 46 L.R.A.(N.S.) 624, 33 Sup. Ct. Rep. 1019; Cubbins v. Mississippi River Commission, 241 U. S. 351, 60 L. ed. 1041, 36 Sup. Ct. Rep. 671.

AUGLAIZE BOX BOARD COMPANY, Plaintiff in Error, v. BESSIE HINTON, etc., et al. [No. 217.]

Error to state court-Federal question.

In Error to the Supreme Court of the State of Ohio.

See same case below, 100 Ohio St. 505, 126 N. E. 881.

Mr. Earl H. Turner for plaintiff in

error.

Messrs. J. H. Goeke and T. T. Ansberry for defendants in error.

November 8, 1920. Per Curiam: Dismissed for want of jurisdiction upon the authority of

November 8, 1920. Per Curiam: Dismissed for want of jurisdiction upon the authority of

(1) Reetz v. Michigan, 188 U. S. 505, 508, 47 L. ed. 563, 566, 23 Sup. Ct. Rep. 390; United States v. Heinze, 218 U. S. 532, 545, 546, 54 L. ed. 1139, 1145, 31 Sup. Ct. Rep. 98, 21 Ann. Cas. 884; Lott v. Pittman, 243 U. S. 588, 591, 61 L. ed. 915, 916, 37 Sup. Ct. Rep. 473; Ex parte Abdu, 247 U. S. 27, 30, 62 L. ed. 966, 967, 38 Sup. Ct. Rep. 447.

(2) Castillo v. McConnico, 168 U. S. 674, 683, 42 L. ed. 622, 625, 18 Sup. Ct. Rep. 229; Standard Oil Co. v. Missouri, 224 U. S. 270, 281, 56 L. ed. 760, 767, 32 Sup. Ct. Rep. 406, Ann. Cas. 1913D, 936; McDonald v. Oregon R. & Nav. Co. 233 U. S. 665, 669, 670, 58 L. ed. 1145, 1148, 1149, 34 Sup. Ct. Rep. 772; Gasquet v. Lapeyre, 242 U. S. 367, 369, 370, 61 L. ed. 367, 370, 37 Sup. Ct. Rep. 165.

JESSE O. STARR et al., Plaintiffs in Er-
ror, v. STATE OF NEW MEXICO. [No.
80.1

Error to state court-Federal question.
In Error to the Supreme Court of the

(1) California Powder Works v. Da-State of New Mexico.

vis, 151 U. S. 389, 393, 38 L. ed. 206, 207, 14 Sup. Ct. Rep. 350; Cuyahoga River Power Co. v. Northern Realty Co. 244 U. S. 303, 61 L. ed. 1157, 37 Sup. Ct. Rep. 643; [611] Bilby v. Stewart. 246 U. S. 255, 257, 62 L. ed. 701, 702, 38 Sup. Ct. Rep. 264; Farson, Son & Co. v. Bird, 248 U. S. 268, 271, 63 L. ed. 233, 235, 39 Sup. Ct. Rep. 111.

See same case below, 24 N. M.180, 173 Pac. 674.

[612] Mr. H. B. Holt for plaintiffs in

error.

ehan for defendant in error.

Messrs. H. S. Bowman and A. B. Ren

Dismissed for want of jurisdiction upon November 15, 1920. Per Curiam: (2) Farrell v. O'Brien (O'Callaghan Co. 191 U. S. 526, 530, 48 L. ed. 287, 290, the authority of Spencer v. Duplan Silk v. O'Brien) 199 U. S. 89, 100, 50 L. ed. 24 Sup. Ct. Rep. 174; Hull v. Burr, 234 101, 107, 25 Sup. Ct. Rep. 727: Good-U. S. 712, 720, 58 L. ed. 1557, 1561, 34 rich v. Ferris, 214 U. S. 71, 79, 53 L. ed. 914, 917, 29 Sup. Ct. Rep. 580; Chicago, R. I. & P. R. Co. v. Maucher, 248 U. S. 359, 362, 63 L. ed. 294, 296, 39 Sup. Ct. Rep. 108; Berkman v. United States, 250 U. S. 114, 118, 63 L. ed. 877, 884, 39 Sup. Ct. Rep. 411.

al, 225 U. S. 561, 569, 56 L. ed. 1205, Sup. Ct. Rep. 892; Shulthis v. McDoug1210, 32 Sup. Ct. Rep. 704; Norton v. Whiteside, 239 U. S. 144, 147, 60 L. ed. 186, 36 Sup. Ct. Rep. 97.