181 Ga. 405 | Ga. | 1935
Frank C. Easterby and L. G. Mumaw filed, on behalf of themselves and other alleged stockholders, a petition against the Southern G-F Company, a corporation, and C. D. Schwarts and Louis Aronstam, officers and directors of that corporation, in which they alleged certain ultra vires acts of the corporation through Schwarts and Aronstam, and in 'which they prayed for an accounting and judgment in favor of the corporation against Schwarts and Aronstam with respect to certain loans alleged to have been illegally made by those officers to themselves; that pending the determination of the cause Aronstam be enjoined from disposing of or altering any of his assets; that the corporation be enjoined from paying any money to him;, and that Schwarts be enjoined from disposing of or altering the status of his stock in the corporation; and for other relief. The defendants were temporarily enjoined. Upon the filing of an answer by the defendants the case was referred to an auditor, who subsequently filed his report including findings of facts and of law, and finding in favor of the defendants. It appears that the petitioners had previously filed a similar suit, and that afterwards and before the filing of the present suit they had, by written contract with Aronstam, the essential parts of which are hereinafter set out, and which the auditor found to effect a present sale of their stock, agreed not to file any suit against the corporation, Aronstam, and Schwarts upon the same cause of action as in the suit then pending, provided that Aronstam keep up the agreed monthly payments for the stock. It does not appear that there was an assignment of the stock certificates or a transfer entered on the books of the corporation. To the auditor’s findings as his conclusions of law with respe.ct to the transaction the plaintiffs filed their exceptions of law. The court disallowed the exceptions, and the auditor’s report was approved and made the judgment of the court, and the restraining order dissolved. The plaintiffs excepted.
The auditor, in the 19th paragraph of his findings, states: “That Easterby and Mumaw .having sold their stock in the defendant company to Aronstam and accepted from him part payment therefor in cash and part in the form of promissory notes, without retaining title to' the stock, the ownership of said stock at once passed to and became the property of Aronstam. Consequently, at the time this bill was filed, neither of the plaintiffs was a stock
Judgment reversed,.