Douglas Ripley v. Douglas F. Storer

Summary

The New York Court of Appeals held that a prior judgment affirming a contract limiting the corporation's board to three directors bars any attempt to increase the number of directors, and that amendments to the certificate of incorporation or bylaws cannot impair the existing contractual rights of the parties. Accordingly, the plaintiffs' request for a special meeting to increase the board and amend the bylaws was dismissed and the lower court's judgment affirmed.