127 Minn. 393 | Minn. | 1914
Tbe action is against tbe corporation for tbe conversion of 220 shares of its capital stock, issued to plaintiff and fully paid for. Tbe corporation denied the conversion and counterclaimed for
The verdict must be based upon the conclusion that defendant had converted 220 shares of the 320 belonging to plaintiff and also that he had not paid for the 100 shares not converted. The first proposition is of course in accord with plaintiff’s contention and of the latter he does not complain. The errors assigned relate wholly to the ascertainment of the damages for the shares converted; and include a ruling touching the admissibility of evidence bearing upon value, an instruction to guide the jury in the determination thereof, and their estimate of the value or damages.
Only one ruling on the reception of evidence is questioned. Plaintiff, who had been the secretary of the corporation from its inception until about a month prior to the alleged conversion, when on the witness stand, was asked this question in regard to the assets: “Now, kindly state what was the value in dollars and cents as near as you can state, on November 22, 1910 ?” An objection that no foundation was laid was interposed and sustained. The court then reminded counsel that the witness would not be permitted to give a blanket value before he had first shown some qualification to testify as to the value of the various items composing the assets. Thereupon appellant’s counsel said “I will excuse him from answering more at present, and try to get the matter in better shape.” No further attempt was made to elicit estimates of the value of the assets from the witness. It is clear that no reversible error is found in the ruling of the court.
The substance of the part of the charge upon which error is predicated stated: That in case the conversion was proveü the measure of the damages would be the actual value of the stock converted; that ordinarily that would be the measure, but it appeared that the stock had no market value since it was not listed, quoted or offered for sale; that evidence had been introduced tending to show the condition of the business of the company; that the par value of the stock was to be considered by the jury, but was not to be taken, as contended by plaintiff, to be the measure of recovery in the
It is also claimed that the verdict is perverse, or demonstrably wrong. The record is very meager as to the nature of the business-undertaken by this corporation. It would seem however that three or four men formed the corporation presumably to examine, audit or open books of account. They agreed upon the salary each was-to draw. Some real estate was held, but whether this was in part, payment for stock or a side issue in the business does not appear; also furniture and fittings were acquired; and some loans made or credits given. There is no evidence as to the actual value of these’ items, save the value as carried on the corporation books on March 31, 1911, at which time there was cash on hand or in bank of $5,321.57. The books also show that during less than a year while plaintiff was connected with defendant, there was an impairment of the capital of more than $2,000 and, as stated above,' five months; later an impairment of more than $3,000. No dividend was ever declared, but the salaries of the officers were speedily depleting the capital. We have looked in vain for any earnings from the business carried on. Under these circumstances we are not prepared to hold that the verdict of the jury, fixing the value of the 220 shares of stock converted at $71 less than the price plaintiff agreed to pay for the 100 shares, is not fairly supported by the evidence.
Order affirmed.