A corporation wished to obtain a lease owned by B corporation. Unable to purchase the lease, A corporation contracted with C and D, holders of a majority of the stock of B corporation, and officers and directors therein, whereby C and D were to exchange their stock in B corporation for an equivalent of $15.95 a share. C and D further agreed to recommend to the minority an offer of an equivalent of $14.12 a share. On the recommendation of C and D, but without knowledge that they were receiving less for their stock, the other shareholders accepted the offer. A former minority stockholder brought suit in his own behalf and in behalf of all others similarly situated to recover as for loss of profits against C and D, among others. Held, the transaction was nothing more in essence than a sale of the entire corporate assets; and the individual stockholders are entitled to share rateably in the proceeds in proportion to their stock holdings. Dunnett v. Arn, (C. C. A. 10th, 1934) 71 F. (2d) 912.