11 F. 469 | S.D.N.Y. | 1882
This bill is brought to set aside a conveyance of 200 shares of the capital stock of the Crescent City Gas-Light Company from the orator to the defendant, and to have the defendant declared a trustee for the orator of the stock and its avails. The defendant demurred to the bill, and the cause has been hoard upon tho demurrer. The bill alleges, in substance, that the orator was the owner of the 200 shares of stock, of the par value of §100, on which 50 cents per share had been paid; that the defendant and others, holding a majority of tho stock, elected the defendant, and others acting and agreeing with him, directors, and made an assessment upon the subscription for stock, and threatened to make others rapidly, for the purposes of the corporation, when in fact they were not necessary for those purposes, and which they did not intend to enforce if they could purchase the rest of the stock; that believing they would be made and enforced, and fearing that the money would be misapplied, the orator sold his stock at $2.50 per share; and that the assessments were not made and collected, and the stock has turned out to he of great value.
There are many epithets employed in stating those facts in the bill, but they do not enlarge the legal force of the facts. Many facts in the subsequent history of the company aro set forth, but the validity and force of this transaction are to ho determined by the facts as they then existed, and such representations and concealments as were then made. If the sale was not so tainted with fraud as to be void or voidable, the stock became the defendant’s and the plaintiff ceased to he a stockholder, and whatever subsequent frauds upon stockholders there may have been, none of them were a fraud upon him. The
The demurrer is sustained.