Redding v. Wright, 49 Minn. 322

Redding v. Wright

49 Minn. 322 | Minn. | 1892

Dickinson, J.

This is a second appeal in this action. The decision on the former appeal — 44 Minn. 355, (46 N. W. Rep. 565) — embraces a sufficient statement of the nature of the action. At the second trial the plaintiff had a verdict- against both defendants, and they *329appealed from an order refusing a new trial. The decision of this court is asked upon eighty-five (85) assignments of error, many of which do not deserve serious consideration. But there are some assignments which are directed to substantial errors, and, while it may be that some of these did not really prejudice the case of the defendants, we are unable to say that they may not have had some influence in the minds of the jury, and, upon a consideration of the whole case, we have reluctantly concluded that the defendants are entitled to a retrial. We shall refer specially to a few matters which we think render a new trial necessary.

The account books of the corporation were received in evidence, covering a period of some weeks subsequent to the sale by Godwin of his stock. It was objected that the transactions subsequent to that time were immaterial. The objection seems to have been well founded. We are unable to say with confidence that such evidence could not have confused or misled the jury.

The same may be said of so much of Schedule D as related to the condition of the corporation subsequent to the sale.

The declarations of Wright to creditors, as to the embarrassed condition of the corporation, and as to the correctness of schedules showing its condition, were not admissible as proof against Godwin, the latter not being present. Even if there was a conspiracy to defraud the plaintiff, such declarations were not made in furtherance of it.

. The court was hardly justified in ruling that the witness Ide, who showed familiarity with such matters, could not, by an examination of two hours, have acquired sufficient knowledge of the property and business to enable him to express an opinion as to its value. The weight to be given to such an opinion was rather for the jury than the court to determine.

The refusal to comply with the defendants’ sixth request for instruction to the jury was erroneous, and it cannot be said that it was clearly not prejudicial. This was, in brief, that, unless the jury should find that there had been a conspiracy, the representations of one of the defendants should not be considered as evidence against the other. It is true that the request was not carefully expressed, for it did not in terms refer to representations made by one defend*330ant when the other was not present. But that this is what was meant may be taken as conceded, for the respondent does not suggest that the instruction was erroneous, but only that it was in substance embraced in the general charge to the jury. It does not so appear.

With reference to another trial, we will say that we think that the general charge of the court as to the conditions which would entitle the plaintiff to recover was sufficiently favorable to the defendants. It seems to be contended in their behalf that if, by pursuing further investigations, as by examining into the books of the corporation, the plaintiff could have learned that the facts were not as represented by the defendants, then he cannot recover; that he had no right to rely upon the representations of the defendants as to matters of which he could acquire knowledge from other sources, readily accessible. We do not so understand the law, and the decisions of this court do not sanction so broad a statement. See Faribault v. Sater, 13 Minn. 223, (Gil. 210;) Kiefer v. Rogers, 19 Minn. 32, (Gil. 14;) Burr v. Willson, 22 Minn. 206; Porter v. Fletcher, 25 Minn. 493; Olson v. Orton, 28 Minn. 36, (8 N. W. Rep. 878;) Maxfield v. Schwartz, 45 Minn. 150, (47 N. W. Rep. 448.)

It will be observed that the representations to which attention is here directed were concerning matters which the plaintiff might well presume to have been within the personal knowledge of the defendants, but which the plaintiff could not learn by cursory inspection, nor without careful investigation into the affairs of the corporation, or by information from some- person who had acquired knowledge by such-means, and whose information might be relied on as trustworthy. The representations as to the actual profitableness of the business being carried on, and that the corporation was not embarrassed by debts, are not- to be classed as mere opinions, nor as the exaggerated estimates of a vendor, concerning which the rule of caveat emptor is applicable. If made for the purpose of being accepted and acted upon by the purchaser, and if so accepted and acted upon, in the belief, induced by such representations, that the facts were as stated, a recovery for the deceit will not be refused on the ground that the purchaser might, by investigation have protected himself against the *331fraud. If the representations were fraudulently made, with the intent to induce the plaintiff to rely upon the fact being as represented, and to act upon the belief thus induced, the wrong-doer who succeeds in such a purpose is not to be shielded from responsibility by the plea that the defrauded party would have discovered the falsity of the representations if he had pursued such means of information as' were available to him. See decisions above cited.

(Opinion published 51 N. W. Rep. 1056.)

Notwithstanding what was said when the case was here before, we think, as it seems to have been considered by the court at the trial, that from the representations alleged to have been made by the defendants, and the circumstances under which they were made, it might be possible to infer that they had agreed or combined to misrepresent the facts. This, however, seems to have been important only as affecting the admissibility of the representations made when the defendants were not in company.

Order reversed.