46 Minn. 376 | Minn. | 1891
The nature and purpose of this action will fully appear upon an examination of the opinion filed upon a former appeal,
It is contended by the plaintiff corporation that from the stipulation referred to, and from the supplemental answer, it clearly appears that the special meeting of May 14, 1889, four of its five directors being present, the fifth, the president of the corporation, declining to appear or participate, and at which the resolution hereinafter mentioned was adopted, was unauthorized and invalid, because not called by the president. It is also contended that such a resolution could not have been lawfully adopted at this meeting, because it was not within the purpose for which it was called, as such purpose was specified in the notice under which it was held. But we do not deem it advisable to pass upon either of these questions, as the order of the court below must be affirmed for more substantial reasons.
Aside from its preliminary recitals, the resolution was that the corporation accept the title to certain mill property, and a release from the railway company, tendered by defendant, and release and relinquish all right to the amount of money deposited in the Faribault Bank for the payment thereof, and all right to damages on account of the conversion of the same by defendant, and that the present action be discontinued and dismissed upon its merits, plaintiff’s attorney being directed so to do. There was a proviso in the resolution that the deeds should convey a good and perfect title to the mill property, and also that defendant should pay to the plaintiff the sum of $500. In brief, the corporation proposed to accept, in satisfaction of its claims against the defendant, a good and perfect title to the mill property, the release of the railway company, and $500 in money. The defendant alleges in his supplemental answer that he accepted the proposition, and offered to pay the money; that he has ever since offered and been ready to pay the same; that he has demanded the formal dis
Order affirmed.