72 F. 387 | 8th Cir. | 1895
after stating the facts as above, delivered the opinion of the court.
The special master, upon whose report the decree in this suit is based, was appointed by consent of the parties, not to hear and report the evidence, but to report the facts and the law in this case. The parties to this suit selected him, and made him a special tribunal to hear and decide this suit. His repo,rt has been confirmed by the court below, and it carries with it similar presumptions to those which accompany the special verdict of a jury or the special findings of a court in an action at law or its decree in a suit in equity. The settled rule of the national courts is this: The findings of fact and conclusions of law contained in the confirmed report of a special master appointed by consent of the parties to the suit to report the facts and the law are conclusive, unless an obvious error has intervened in the application of the law, or some serious or important mistake has been made in the consideration of the evidence. It relieves the appellate court from the duty of weighing testimony or
The report of the master covers 24 closely-printed pages of this record. It contains a concise and positive finding upon every issue of fact presented by the pleadings or the evidence, and a decision of every question of law which arose in the case. The findings of fact are set forth in natural and logical order, and are followed by the legal conclusions which he ¿(Minces therefrom. A more complete and finished report is not to be found among the records of this court. The evidence from which the master deduced his findings and conclusions covers more than 700 pages of the printed book before us, and, after a careful examination of the entire record of the case, we despair of stating the facts and the law applicable to them more concisely than he lias done. In view of the rule to which we have adverted, any extended statement of them would be useless. Suffice it to say that many of the issues in the case which were strenuously contested at the hearing, and upon which the master was compelled to find the facts and the law, are immaterial in this court, and need no consideration, in view of ihe conclusion that has been forced upon us upon the main issue in the case. It goes wiihout saying (hat if the appellee, Carson, was induced to make1 this contract by the actionable fraud of the appellant the Moline Plow Company of Kansas City, its performance' ought not to be enforced, the decree which rescinded it was right, and it is immaterial who made llie first default in its performance, or when, how, or why it was made. The mastín- found that Carson was induced to assent to the contract, by gross frauds which were practiced upon him by the officers of the Kansas City company. Tint he did not find that fact in these terms. He found and set forth in his report: the existence' of various facts and circumstances which were in issue1 at the hearing, and which, when considered together, led Ms mind to this ultimate1 conclusion. They are too numerous and complica ted for repetition here. A few of the most salient of them were1 these1:
Carson was, and had beem for some time, the manager of the Kansas City Company under a contract with it for a te>rm of years. His office was at Kansas City, in the state of Missouri, and he had no knowledge of the; actual financial condition of the Moline, Milburn & Stoddard Company, the principal office of which was at Omaha, in the state of Nebraska. The capital stock and the management of the Kansas City company were controlle'd by the Moline Plow Company of Illinois, and the officers of the latter company either were, or controlled, the officen-s of the former. The1 Moline Plow Company of Illinois owned one-third of the capital stock of the Mo-line, Milburn & Stoddard Company, the ¡ear value of which was $33,-333.33. The officers of this Illinois company had been notified that $60,000 of the bills receivable* of the Moline, .Milburn & Stoddard Company were worthless, and that its management had been bad
After finding the existence of the facts to which we have referred, and many minor facts and circumstances which tend to support his conclusion, the master found as a conclusion of law that:
“The contract was obtained by the practice of gross frauds upon Carson, by which ho was circumvented and lured into giving an assent that would not have been given if the dealing had been fair and honest on the part of the officers of the complainants.”
A careful examination of the record discloses the fact that while upon many issues the testimony was conflicting, there was ample evidence to support the findings of the existence of the salient facts which we have recited. Some of them, indeed, rest upon uncontra-dicted evidence; notably the deceitful and misleading statement that the Illinois company had been offered 15 per cent, premium for its stock by Kingman, and that that company had refused to accept the offer. That misrepresentation alone was enougii to avoid this contract. Here was the appellee, engaged in the discharge of his duties at Kansas City, ignorant of the financial condition of the Moline, Milburn & Stoddard Company, and ignorant of the value of its stock. He knew Kingman, and knew him to be a shrewd, careful, and successful business man. He knew that he had bought, and had paid L5 per cent, premium for two-thirds of the stock of this company. He was told that he had offered the same price for the third of the stock under consideration, and that the owner had rejected that offer. The fact was that, as soon as Kingman had obtained control of the company, and had commenced to investigate its affairs at Omaha, he found that he had been cheated in his purchase, and had notified the Moline company that he withdrew his offer, because the company had so large an amount of past-due paper and accounts, and so many goods in the country. Suppose that these officers had told Carson 1 he whole truth about this offer and its withdrawal, would he have closed this trade? He reasoned that the shrewdness and sagacity of Kingman had convinced iiim that this stock was worth 15 per cent, premium, and that it must be safe for him to buy it at that price. Suppose that he had known that Kingman had instituted an investigation after his purchase, and had discovered that it was not worth that price, and had decided that: he would give nothing and make no offer for the third of the stock held by the Illinois company until he had completed the examination upon which he had entered, which would end in developing (lie fact that the stock was worthless, would he have made the contract then? Yet this was the truth. Would he not have reasoned that Kingman had already discovered that it was not safe to buy the stock at any price until the affairs of the company were thoroughly investigated, and that he would not do so? These questions answer themselves. Nothing is more deceitful than half
A vendor who makes a false statement regarding a fact material to the sale, either with knowledge, of its falsity or in ignorance of its falsity, when from his special means of information he ought to have known it, and thereby induces his vendee to purchase to his damage, is liable in an action at law for the damage the purchaser sustains through the misrepresentation, or to have the sale rescinded in a suit in equity, at the option of the purchaser. Barnes v. Railway Co., 12 U. S. App. 1, 3, 6, 4 C. C. A. 199, 54 Fed. 87; Cooper v. Schlesinger, 111 U. S. 148, 155, 4 Sup. Ct. 300; McFerran v. Taylor, 3 Cranch, 270; Doggett v. Emerson, 3 Story, 700, 732, 733, Fed. Cas. Tío, 3,960; Kiefer v. Rogers, 19 Minn. 32, 30 (Gil. 14); Litchfield v. Hutchinson, 117 Mass. 195, 197; Cole v. Cassidy, 138 Mass. 437, 438.
Enough has been said to show that the master committed no error in the application of the law, and no mistake in the consideration of the evidence upon this issue of fraud, that could result in a reversal of his findings upon this issue. This concludes the discussion. The decree below must be'affirmed, with costs, and it is so ordered.