321 Mass. 305 | Mass. | 1947
J. This is a petition for a writ of mandamus to compel the respondents to permit the petitioners to inspect the stock book and various other books and records of the corporate respondent. The petitioners excepted to the refusal of the judge to grant certain requests for rulings, and to his order dismissing the petition.
No oral evidence was introduced at the hearing upon the petition, but instead the parties submitted a written statement of facts agreed upon, which they stipulated should be considered “not as a case stated but in the place of evidence,” and to which was appended a copy of the record in a previous suit to be “used as evidence.” This was not a statement of all the material facts leaving open .only the application of the correct principles of law to the facts stated, but the statement was a recital of evidence from which the judge was to find the facts and apply the governing principles of law. The agreement of the parties was not as to the facts but rather as to what should be introduced as evidence. Frati v. Jannini, 226 Mass. 430. Pequod Realty Corp. v. Jeffries, 314 Mass. 713. King Features Syndicate, Inc. v. Cape Cod Broadcasting Co. Inc. 317 Mass. 652.
There is nothing in the record indicating that the decision resulted from any discretionary action of the judge. He denied certain requests of the petitioners for rulings, and as
The principal contention of the petitioners is that there was error in denying their second request for a ruling that they were stockholders, and they say that their status as such was adjudicated in Mellen v. Berg, 316 Mass. 252. If the petitioners were not stockholders, then they would have no standing to maintain the petition. The refusal to grant this request went to the heart of the petitioners’ case. We must examine the record in the previous case, which was a suit in equity to determine the ownership of certain machines, in order to determine whether the status of the present petitioners was necessarily there involved and decided. It appears from the record in that suit that they were the principal stockholders and had been employed as managers by a corporation which made an assignment to one Berg for the benefit of its creditors in August, 1940; that the petitioners soon thereafter, together with four employees and another, organized the respondent corporation; that each of these latter five persons agreed to contribute and did contribute $400 to the capital for which they were to receive one seventh of the stock; and that the petitioners were each to receive a like share of the stock in exchange for the machinery used by the former corporation, which was difficult to replace and was evaluated (for the purpose of issuing the stock) at $800 as then located and set up in the premises but for which they agreed to pay Berg $450, and ' in addition they were to be employed by the respondent corporation. Berg in November, 1940, demanded payment for the machinery, but the petitioners were unable to pay and it was arranged that the corporation should advance the money for them, which it did by paying $450 to Berg. No shares of stock have been issued to the petitioners, and
The petitioners were precluded from setting aside the transfer of their interests in the machinery on the ground
Facts which were necessarily involved in a previous suit, or which were passed upon under appropriate pleadings and entered into the judgment in that suit, must be considered as settled and adjudicated in subsequent litigation in a different cause of action in which such facts are again presented. Foye v. Patch, 132 Mass. 105, 110, 111. Newburyport Institution for Savings v. Puffer, 201 Mass. 41, 46. Lesberg v. Lesberg, 260 Mass. 216, 221. Sandler v. Silk, 292 Mass. 493, 498. Abbott v. Bean, 295 Mass. 268, 275. Bonifazi v. Breschi, 296 Mass. 544, 548. Whittemore v. Selectmen of Falmouth, 304 Mass. 72, 74. Hopkins v. Holcombe, 308 Mass. 54, 56. There was error in the denial of the second request. As the exceptions must be sustained, we need not consider the other requests for rulings.
Exceptions sustained.