160 Iowa 548 | Iowa | 1913
This ease has been here before. See 151 Iowa, 663. The present appeal is from the judgment on count 1 of the petition.
About January, 1904, plaintiff bought, through one Quint, a duly authorized agent of defendent, ten shares of stock in the corporation of the par value of $100 per share, agreeing to pay therefor $125 per share. It is admitted that he paid $500 in cash in January and February, 1904. On January 13, 1905, he received a call for the balance, and soon after, on the advice of Quint, sent a check for $750. The payment of this check was countermanded, and it was not paid. September 22, 1905, a written agreement was entered into between the parties, a copy of which is set out in the opinion on the former appeal at pages 665 and 666. Plaintiff rendered legal services for defendant under this agreement, and the balance of his subscription for stock was paid by such services; credits therefor being given; from time to time, as the services were performed. Prior to the time that plaintiff subscribed for and purchased the stock, and during the negotiations, the matter of his employment as attorney for defendant was discussed, and he was assured by Quint that he would be employed in assisting the prosecution of criminal cases, and that he (Quint) would do all he could to get the attorneyship for plaintiff. Plaintiff testified he would not say this was a controlling inducement for the purchase of the stock, but that it was one of the inducements. June 20, 1904, the stockholders of the defendant company, at a special meeting called for that purpose, voted to reduce the capital stock by reducing the par value of its shares to $50 per share and call in and cancel outstanding certificates, and issue, in lieu thereof, one share of new stock for one share of old. More than four years after the sale of stock to plaintiff, to wit, on March 19, 1908, plaintiff sought to rescind the sale by the following writing, which defendant admits it received:
*550 Carroll, Iowa, March 19, 1908. The 2Etna Indemnity Company, 68 Williams Street, New York, N. Y. Gentlemen: I hereby offer and tender to you certificate No. 1291 for ten shares of stock in the .¿Etna. Indemnity Company, face value $50 per share, and for which I have paid in full on a basis of $125 per share, and I demand from you a repayment of said sum of $1,250 paid by me for same, for the reason that said stock was obtained by me and paid for at the above price through misrepresentations of yourself and agents, and that the contract heretofore entered into by and between us has not been fully and faithfully carried out. That instead of getting ten shares of the face value of $100 per share as agreed, said stock was only issued for a face value of $50 per share. And further that under the agreement heretofore entered into between yourself and me, it was agreed that I should have charge of all the criminal prosecutions tributary to Des Moines, Iowa, office of your company, which contract and agreement has been violated by you. I therefore tender said certificate to you and make demand for the full amount of money which I have paid upon the same. And unless you comply with this demand immediately. I shall commence suit against you to recover the amount paid. Yours very respectfully, Geo. W. Bowen.
Defendant, among other matters, in its answer alleged that the contract of September 22, 1905, was not a corn tract of general employment, but was entered into to compromise and settle the differences then existing concerning said shares of stock; that it was entered into to enable plaintiff to pay the balance due on his stock, by legal services, and to enable defendant to carry out the action of its stockholders in reducing its stock to $50 per share, so that it might have an adequate surplus; that plaintiff had full knowledge of all said matters; that defendant relied on said agreement of settlement in carrying out its stock reducing with other stockholders and adjusting its affairs; that plaintiff, with full knowledge of all matters complained of in his petition, continued to accept the benefits of said agreement and to act as attorney for defendant; that by reason of foregoing matters plaintiff has been guilty of laches, and is now barred
Appellee suggests a further reason why plaintiff cannot recover more than $500, and that is that the services were rendered under a subsequent and different agreement, for which he was given credit on his purchase of stock, and, there being no evidence as to the value of such services, the defendant ought not to be held to pay therefor in cash, contrary to the agreement. But in view of what we have already said it is unnecessary to discuss this feature of the case.
II. It was conceded on the trial that Quint was the duly authorized agent of the defendant in the transaction in question. It is claimed by appellant that the court erred in submitting to the jury this conceded fact for its determination, and that instructions 3 and 13 are in conflict. It appears to us the claim is not meritorious. Instruction 3 is, in substance, as follows: “To enable the plaintiff to recover it is
III. The court did not charge that plaintiff must prove all the representations, as appellant argues, but did say that to entitle plaintiff to recover, it is not necessary that each and all of the representations charged in the petitions were made, or, if made, that they were all untrue. Nor did the court instruct that the representations must be the sole cause which induced the plaintiff to purchase the stock. Appellant complains that there was error in the statement of the issues, and that the same confused rather than aided the jury in their determinations, by reason of its length and .complications, and by retaining as issuable matters, and submitting the same to the jury, matters which had been removed by concession. The last part of this complaint has been heretofore referred to. The pleadings were voluminous; twenty-nine pages of the abstract and additional abstract being taken up in the printing. The trial court condensed this into five pages.
Other matters are argued, but we have noticed all that seem to be controlling.
There is no prejudicial error. — Affirmed.