76 F. 472 | U.S. Circuit Court for the District of Southern New York | 1896
The bill contains 65 paragraphs, 138 folios and covers 34 printed pages. It is, therefore, a fair presumption that nothing relating to the transaction in controversy has been omitted. The defendants have filed general demurrers. Xo objection is made to ihe bill upon the ground (bat it is too long. Were this question properly presented, it is not unlikely that the court might reach the conclusion that, should the pleader set himself seriously to the task of revision and condensation, a word or two, here and there, might possibly' be dispensed with. The sole question arising upon these demurrers is whether or not the bill contains a cause of action. If it; does it matters not what else it contains.
It is thought that the bill may be sustained for the purpose of having the relations of the parties declared as those of trustee and cestui que trust, compelling an account from the defendants of the profits derived from the use of complainant’s property and restraining the disposition thereof until the rights of the parties are determined. In order to test the proposition let it be assumed that the complainant succeeds in proving the following facts: That he was the owner of 2,000 shares of the stock of the Williamsburgh Gaslight Company, which he transferred to the individual defendants solely to enable them to effect a consolidation of all the gas companies of the city of Brooklyn. That the shares were to remain the property of the complainant until surrendered for his ratable share of the stock and bonds of the consolidated corporation. That having obtained possession of the complainant’s shares upon the presentation that they were to be so used and having agreed that such consolidation should be made and the complainant’s share of the stock and bonds of the new company delivered to him the defendants used the Williamsburgh shares to carry out an entirely different scheme and declined to surrender the original shares or even the bonds and stocks of the new and unauthorized company or to account for the same in any way. That the defendants have made profits out of the transaction which they refuse to turn over to the complainant. In short, that the defendants obtained possession of the complainant’s properly agreeing to accomplish a certain object, that they violated this agreement, converted his property to their own use, so manipulated it that they made personal gains and refuse to return either the original property or the avails and profits thereof, the amount of which is unknown to complainant. Assuming such proof is it not clear that the common la.w furnishes no adequate remedy and that the complainant is entitled to equitable relief? If so it only remains to consider whether such proof
