131 N.Y.S. 267 | N.Y. App. Div. | 1911
This action was brought by Frank W. Baum, individually and as committee of the person and estate of Annie E. Curtis, as well on his own behalf as on behalf of such other 'stockholders, if any, of the defendant Publishers’ Plate Company who may come in and contribute to the expenses of the action, against Louis B. Hasbrouck, individually and as executor of the last will and testament of Benjamin F. Curtis, deceased, Publishers’ Plate Company, Leon A. Oarley and John H. Judge. By the provisions of the last will and testament of Benjamin F. Curtis, deceased, the plaintiff was given “ all shares of the capital stock of the Publishers’ Plate Company which I may have at the time of my decease, - upon condition, however, that he pay during the life of my wife Annie, for her support and maintenance any and all dividends received thereon up to. four per cent.per annum; any dividends in excess thereof to belong to him.” Louis B. Hasbrouck was the sole executor of the will of the Said Benjamin F. Curtis, and the complaint alleges that on or about the twenty-eighth day of October the said Benjamin F. Curtis, under the advice of counsel, caused his business to be transferred to a company known as the Publishers’ Plate Company, and that, to comply with the provisions of the statute in the organization of such company, 26 shares of the 1,000 shares constituting the capital stock, were issued to the defendants Hasbrouck, Carley and Judge, the .remaining' 974 shares being issued to the said Benjamin F. Curtis; that these defendants became directors in the corporation, and that upon the death of the said Benjamin F* Curtis these 974 shares of stock passed to the executor under the will, and that the defendants have conspired to retain possession of such stock, the business of the corporation, its management and control, paying themselves large salaries and dissipating the plaintiff’s interest, therein; that the defendant Hasbrouck- has instituted an action at law against the Publishers’ Plate Company, in
There is no doubt that the complaint states a good cause of action in equity for the relief demanded; it is an action by the equitable owner of stock in a corporation to protect his interest and those of other stockholders in the property of the corporation. It is not an individual action in any sense; the plaintiff has no legal rights, for the legal title to the shares of stock bequeathed to him by the will of Benjamin F. Curtis, deceased, is in the executor named in the will. This action does not seek to compel the delivery of this stock; it merely asks that the corporation shall be protected against a conspiracy on the part of defendants to destroy the value of the stock, and if there is such a conspiracy, every stockholder and every person having any equitable interest in the stock of this corporation is interested in the action and it is being maintained for his benefit. With this situation existing the defendants Sporborg and Canter moved the court to be made parties defendant in the action, and the plaintiff did not appeal from the order of the .court permitting such intervention. A supplemental complaint, alleging upon information and belief “that William D. Sporborg and Josiah Canter, made defend
It seems to Us that the -mere statement of the case shows that the defendants’have no standing in law upon this appeal; that the denials of wholly immaterial matters, so far . as they are concerned, cannot be said to be a sufficient answer to the complaint to entitle them to any judgment. Indeed, the defendants do not ask for á dismissal of the complaint, but for judgment upon their alleged counterclaim. The fact that they have no knowledge or information in reference to facts material in establishing the conspiracy alleged in the complaint against other defendants is of no consequence here, and it is not sufficient in law to defeat the cause of action alleged, and the demurrer was, therefore, properly upheld on this ground.
The interlocutory judgment appealed from should be affirmed.
Jenks, P. J., Thomas, Carr and Rich, JJ., concurred.
Interlocutory judgment affirmed, with costs.