York Trust Co. v. Island Oil & Transport Corp.
F.2d 655 (2d Cir. 1929).
Dawson, pp. 333-334
Facts: Island was trying to get around
some laws and they made up some Enron-type shell companies so they could make
it look like it wasn’t really them doing the oil stuff where they weren’t
allowed to do it. They made up these Mexican
subsidiaries and basically owned almost all of the stock in them. They kept accounts showing payments between the
Mexican subsidiaries and Island, and these accounts had balances due that Island theoretically had to pay
the shell companies. Island mortgaged stock
in the shell companies, and the stock was sold at foreclosure. In a bankruptcy organization type thing, the
bank that bought shares of the shell companies sued the receiver of Island for balance due from Island to the shell companies. The bank’s claim was dismissed and the bank
Issue: Should legal duties be
created by “utterances” designed to scam a third party?
Rule: The fact that a writing was
a sham trumps the fact that it would otherwise on its face appear legally
Analysis: It wasn’t really
anticipated that the shell companies and the real company would ever be at odds
since the latter created the former to basically scam the government. Naturally, you wouldn’t break a contract with
yourself. But when the shell company and
the real company get separated and have conflicting interests, it turns out
that the fictional dealings between them have no legal force. They don’t become real.
Conclusion: The dismissal of the bank’s
claim was upheld.
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