No. 187 | Pa. | Jan 7, 1889
Opinion,
Aided by very able and exhaustive arguments of the learned counsel on both sides, we have considered the questions involved in this contention, and are satisfied that the findings of fact, as modified by the court below, are quite as favorable to appellants as the evidence will warrant; and, in view of those
Assuming, as the court does, that under the facts found the appellees were at one time liable to appellants for the loss they respectively sustained, and that, within a reasonable time after they purchased the stock and discovered the fraud that was practiced on them, they had a right, in some form of action, to rescind the contract and recover the money paid by them, respectively, we think there was no error in holding that a bill in equity is the proper and better form of action, for the reasons that the remedy at law would be inadequate, and that a bill in equity prevents multiplicity of suits. As the result of the sales of stock to appellants, they and appellees became, as to third parties, partners in fact, and hence there were equities to be settled between each of them, individually, that could not be conveniently adjusted in an action or actions at law.
The remaining and controlling question is whether or not appellants did not sleep too long on their rights, and thereby lose their remedy against the appellees. We are constrained to concur with the master and court below in holding that they did. They are demanding the rescission of a contract executed eight years before their bill was filed. One of the first duties of a party who seeks that form of equitable relief is promptness. Assuming that appellants were ignorant of the fraud until the company became notoriously insolvent in January, 1875, they were certainly made aware of the fact then; but, instead of promptly repudiating the contract which they then knew was conceived in iniquity, they co-operated with the appellees as partners, and waited until nearly six years had elapsed. Beyond doubt that was unreasonable delay. Conceding the right to rescind and demand restitution of the consideration of the contract immediately upon discovery of the fraud, which was certainly not later than January, 1875, when the company became notoriously insolvent, the right was and ought to be lost in consequence of the inexcusable delay in asserting it.
Decree affirmed, and appeal dismissed at the costs of appellants.