141 Iowa 344 | Iowa | 1908
This is an action in equity to recover of the defendants, N. J. Berkley, Henry Myers, and John Thee, a secret profit which it is alleged they derived from the sale of land to the Carbon Plaster Company, a corporation promoted and organized by them. The Carbon Plaster Company and the plaintiffs asked the same relief. The court found the Carbon Plaster Company entitled to
The facts necessary to an understanding of the transaction out of which this action arose are substantially as follows: In April, 1900, the defendants, with some others, became interested in securing gypsum land near Pt. Dodge, Iowa, for the purpose of erecting a plaster mill and engaging in the manufacture of gypsum plaster. It was their plan to organize a corporation, and to purchase gypsum land and build a mill with capital that was raised by the sale of stock. Pursuant to this plan, an option was taken on what was known as the “Steiner land” at $250 per acre. This option was not exercised, however, and in May the appellants procured an option on what was known as the “Woodworth Parm,” of about one hundred and fifty acres, at $130 per- acre. After this last option was taken, the appellants and others employed by them for the purpose immediately began soliciting stock subscriptions for the proposed corporation, and met with fair success. Practically nothing was paid for this option, and it was given for only sixty days. When this time was about to expire, the stock had not all been subscribed for and the option was renewed. On August 29 th, however, $50,000 of the capital stock had been taken by the subscribers therefor, and on.that day the stockholders met. and selected a board of seven directors, two of whom were the appellants Berkley and Myers, and two of the others were W. P. Hoxie and O. P. Wichman, who had been assisting the appellants in promoting the corporation. On the 30th of August the said directors met and selected as officers the defendant Berkley as president, J. J. Emmert, vice president, O. P. Wichman, secretary, and the appellant John Thee as treasurer. On September 10th the books of account for the company were opened. The
The judgment of the district court is clearly right, and it is therefore affirmed.