Smith v. Schoodoc Pond Packing Co.

109 Me. 555 | Me. | 1912

The evidence shows that in the spring of 1907 the plaintiff, Gilman P. Smith, and George B. Boynton and Joseph A. Coffin, entered into negotiations with the object of engaging in the canning business at Columbia Falls. Mr. Coffin was under guardianship, but attended to business with the knowledge and consent of his guardian, who, as far as this case is concerned, ratified his doings. It was proposed to take over the business and property of the Schoodoc Pond Packing Company, which company was organized under the laws of Maine in 1902, and in 1907 it owned a canning factory and some stock suitable to use in the canning business. On M!ay 27, 1907, the shareholders of the Schoodoc Pond Packing Company were James H. Bailey, Edward B. Curtis, George D. Perry, Joseph A. Coffin and George B. Boynton, all of whom were officers of the company. On that day Gilman P. Smith, George B. Boynton and Joseph A. Coffin, with George D. Perry, attempted to hold a meeting of the stockholders of the Packing Company. Mr. Perry was not present at that meeting. The presumption is that E. H. Leighton represented him by proxy. At that meeting Mr. Smith, Mr. Boynton and Mr. Leighton were elected directors. All the interest that the case shows Mr. Leighton had in the negotiations was that he had a proxy for one share of stock owned by George D. Perry. They voted to amend, revise and repeal the old by-laws, and to adopt new ones. At a meeting held immediately afterwards the directors elected Mr. Smith, President; Mr. Coffin, Vice-President, and Mr. Boynton, Clerk and Treasurer; and Mr. Smith, Mr. Coffin and Mr. Boynton at once begun the business of packing blueberries in the Schoodoc Pond Packing Company’s factory, which they leased of the guardian of Mr. Coffin for the sum of $500. They carried on the business in the name of the Schoodoc Pond Packing Company, and when the business season was closed there was a profit of $3834.31 in the hands of Mr. Boynton, who was chosen Treasurer at the meeting of May 27, 1907, and he deducted one-third for his share of the profits and paid the balance to Mr. Coffin, who claimed it as the Treasurer of the Schoodoc Pond Packing Company and denied the plaintiff’s right to any part thereof.

The bill asks the court to decree that, by the acts of the parties, they were a corporation de facto under the name of the Schoodoc Pond Packing Company, and that a receiver of the company be appointed to wind up the affairs of the corporation, and that the corporation be dissolved; that, if the acts of the parties did not constitute them a corporation, the court will decree that they were a partnership, and that a receiver be appointed to wind up the affairs of the partnership. A decree should be entered dismissing the bill as to the Sohoodoc Pond Packing Company and E. H. Leighton, they having no interest in the fund, and sustaining the bill against Josephine B. Coffin, administrator of the estate of Joseph A. Coffin, and George B. Boynton. The question of attorneys fees and costs to be settled by the Justice allowing the receiver’s account. Bill sustained. Decree according to rescript.

A. B. Rogers, for plaintiff. A. D. McBaul, for defendant.