45 Ind. App. 504 | Ind. Ct. App. | 1910
Appellants brought this suit in the Huntington Circuit Court to enjoin appellees from issuing certain stock not theretofore sold, and from removing one of appellants from the office of secretary and treasurer of appellee company and to require said corporation to give appellants an opportunity to purchase their portion of the unissued stock before offering the same for sale to strangers. Upon change of venue to the court below the cause was put at issue by a general denial. Upon proper request the court made a special finding of facts and stated conclusions of law thereon in favor of appellees, and, over appellants’ motion for a new trial, judgment was rendered thereon.
The errors assigned are that the court erred in its conclusions of law, and in overruling appellants’ motion for a new trial.
The special findings show substantially the following facts: Appellee corporation was organized March 10, 1904, with a capital stock of $25,000, divided into 250 shares, for the purpose of operating a telephone system in the counties of Huntington, 'Wells, Grant and Wabash, Indiana. The incorporators and the stock issued to each are as follows: Frank Canady,• thirty shares; John P. Hacker, George W. Griffith, David IT. Griffith and L. W. Pully, twenty shares each; John S. Sprowl, Henry E. Layman, J. C. Werly and George D. Kreigbaum, ten shares each; total one hundred fifty shares. David IT. Griffith purchased the stock of John P. Hacker and J. C. Werly, and John L. Priddy purchased the stock of George D. Kreigbaum. All of said stock was fully paid at par. At the annual election held on March 14, 1905, all the holders of stock in said company were elected directors for the ensuing year, and on the same day said board of directors organized by electing proper officers, in-
Up to November 10,1905, no stock was issued or subscribed for by defendants Good and Good, but on November 25, 1905, defendants Sprowl and Pully, claiming to be president and secretary of said company, and claiming authority .under the before-mentioned resolution, issued twenty-seven shares of
fraudulent are facts. The absence of such findings is against appellants.
Other reasons in support of the judgment of the court are presented, but we do not deem it necessary to consider them.
Judgment affirmed.