Moyse v. Howie

53 So. 402 | Miss. | 1910

Whiteield, C.

The Day Lumber & Manufacturing Company, a corporation, owned a large amount of lumber near Richardson, Miss., and operated a mill at that place during the years 1906 and 1907, up to the time that the property involved in this suit was divested from it to other parties. The affairs of the Day Lumber & Manufacturing Company had become involved to such an extent that the stockholders (so appellees claim) decided to form a new corporation to. take over the assets of the Day Lumber .& Manufacturing Company. J. L. Moyse, F. H. Moyse, Leonard Moyse, and Howie Bros., owned and controlled the stock of the Day Lumber & Manufacturing Company. Those stockholders, acting through a president and secretary and treasurer, conveyed all of the assets of the company to one H. Gr. Lea, who, it is claimed by some of the stockholders and H. Gr. Lea himself, was to hold the property in trust; it being understood that it was to convey the property to the new corporation when the formation of the same had been completed. J. L. Moyse & Bros., contended that it was an absolute conveyance in fee simple; but the finding of the chancellor was in accordance with the understanding of the trustee, H. G-. Lea, and other stockholders. The property was afterwards conveyed by H. Gr. Lea, to J. L. Moyse & Bros., and sold to the D. C. Richardson-Taylor Lumber Company for the sum of two hundred and fifty thousand dollars. J. L. Moyse & Bros, appropriated the proceeds of this sale claiming that the conveyance to Lea was a fee-simple conveyance absolute, and that the sale from Lea to them was bona fide, and that the purchase of the property by them was in good faith. The title to H. Gr. Lea, dated July 27, 1907; was signed by the secretary and by the president of the Hay Lumber & Manufacturing Company, with the approval of the stockholders, and appeared on its face to be a regular sale of the property.

A bill was -filed by- Howie Bros., stockholders of the Day Lumber & Manufacturing Company, during the latter part of 1907, praying among other things, that the deed from the Day Lumber & Manufacturing Company to H. Gr. Lea, dated July 27, 1907, be declared a conveyance in trust, and that J. L. Moyse & Bros, be held to account for the proceeds of the property as trustees ex malifieio. The case was submitted on four points at the November term, 1909, one of which points was. decided; the others being held to await the record of the master. The decree at this time held that the conveyance had was a conveyance in trust, and that J. L. Moyse & Bros., having procured the conveyance of the property to themselves and disposed of the same, and having possession of the proceeds, shall be held to account for the proceeds of the same unto the sum of two hundred and fifty thousand dollars. The master was appointed to render a statement of the liabilities of the Day Lumber & Manufacturing Company. The preponderance of the testimony showed, as found by the chancellor, that H. Gr. Lea, a grantee of the Day Lumber & Manufacturing Company, understood that he took no personal interest in the property by virtue of the conveyance to him, but merely a depositary title for the benefit of those interested in the Day Lumber & Manufacturing Company. It was also shown that all of the stockholders except J. L. Moyse & Bros., understood that the conveyance to Lea was a conveyance in trust for the benefit of a new corporation which was to be formed, and on the failure to form the new corporation for the benefit of the stockholders of the Day Lumber & Map.ufaetu.ring Company. The new corporation was never formed, as contemplated at the time of executing the deed to H. Gr. Lea. After the conveyance to H. Gr. Lea, he did not assume active charge of the property, and in fact the property was left in very ■ much the same condition and about the same management as before the conveyance to him.

It is not possible for the court to say on the facts in this record, that the finding of facts by the chancellor— .that “the conveyance dated the 27th day of July, 1907, from the Day Lumber & Manufacturing Company to H. G-. Lea, was intended by the parties who authorized and executed the same and by H. Gr. Lea, the grantee, merely to temporarily vest the title to the' properties conveyed in H. Gr. Lea, as trustee for the benefit of all the parties interested in the Day Lumber & Manufacturing Company; that the same was free from any fraud on the part of the complainants; that the subsequent convey¿nce on September 20, 1907, of the same by H. Gr. Lea to J. L. Moyse & Bros., was unauthorized and wrongful ■ and constituted J. L. Moyse & Bros, trustees in their own wrong of said property and liable to account for the proceeds thereof; and that, by the sale of the said properties. to D. Gr. Bichardson-Taylor Lumber Company, the said J. L. Moyse & Bros., and J. L. Moyse, F. H. Moyse, and Leonard Moyse, the partners therein, became liable to account for the sum of two hundred and fifty thousand dollars, the price thereof, which they received and have appropriated” — is manifestly wrong. The well-settled rule as to the weight to be given to the finding of the chancellor on facts plainly forbids this. And the finding of these facts by the chancellor disposes of the case as to all the matters embraced in his decree. The appellants are fully protected by the accounting ordered; all the matters of said accounting having been reserved until the report of the master shall have come in. No useful purpose could be served by setting out, in* detail, the voluminous facts in this record, whicb have had our most careful and painstaking consideration. When the chancellor found the above facts as he did, and as he 'was warranted in doing by the testimony, taken as a whole, the whole case went necessarily for the complainants; the finding, of course, being limited to the matters set out in the decree. ' ' Affirmed.

Per Curiam. For the reasons set out above, the foregoing opinion is adopted as the opinion of the court; and the court hereby affirms the decree, and remands the cause.