Thayer v. Atwood

259 Mass. 523 | Mass. | 1927

Wait, J.

This is an appeal from a decree of the Superior Court dismissing a bill in equity which sought specific performance of an alleged agreement to convey stock in Rub-wood, Inc., a Massachusetts corporation; specific performance of an alleged promise to execute a trust agreement in relation to interest in the corporation, and injunctions incidental to the remedy and relief desired. The bill alleged that the plaintiffs bought stock relying upon false representations. The judge found that no fraud was practised upon the plaintiffs. The bill alleged that the defendant, Atwood, agreed to execute an instrument of trust described and set out in the bill. The judge found that the defendant did not so agree. The bill alleged that Atwood delivered an invalid instrument as a means of fraud. The judge found that he delivered the instrument, that he did not deliver it as a means of fraud, and declined to pass upon the effect of the instrument because immaterial in this proceeding.

These allegations were the basis upon which the remedy was sought. Nothing was left of the equities asserted when they were found to be unsupported in fact. No relief based upon the validity of the alleged fraudulent instrument was consistent with the frame of the bill. The plaintiff, Jordan, does not appear or argue in support of the appeal.

The plaintiff Thayer contends that the evidence does not warrant the findings, and that the hearings demonstrate that he has rights which the decree disregards. In substance he asks this court, on appeal, to set aside the decree because the findings made are erroneous; or, if it does not accede to this contention, then to permit amendments consistent with the truth as we find it to be and to grant such relief as is appropriate to the facts so found. Whether there were false representations and fraudulent conduct — and, if so, what — and whether the defendant Atwood made the agreements alleged, are questions of fact. The decision of the judge who saw and heard the witnesses is, ordinarily, conclusive on such matters. Although upon an appeal in equity the entire case is brought before us and the court reviews findings of fact as well as rulings of law, Old Corner Book Store v. Upham, 194 Mass. 101, it is established that this court will not overturn findings of fact unless they are clearly wrong. Weinstein v. Miller, 249 Mass. 516.

It is not necessary to discuss in detail the evidence here presented which has been thoroughly argued in the plaintiffs' brief. It is sufficient to say that we discover no reason to overturn the findings of fact. Nor do we see solid grounds for yielding to his second contention. Without doubt this court can permit amendment and enter a decree appropriate to the case presented by the material facts which it finds to have been made out as true. Ciarlo v. Ciarlo, 244 Mass. 453. Nevertheless, this will not be done where the newly discovered facts and such rights as flow from them are inconsistent with the frame of the original bill and contradict its allegations. Shields v. Barrow, 17 How. 130, 144.

Great injustice might be wrought to defendants if, when called to defend against specific allegations, they were compelled to meet whatever might be made out from such state of facts as appears when only enough of defence has been presented to defeat the bill which they have answered.

In the case before us, the plaintiffs in their bill have alleged, in substance, that a particular document was an instrument of fraud and of no binding force; yet, having failed to prove their allegations, they now contend that they should be allowed to amend so that a decree may enter establishing substantial interests based upon the document as a valid instrument, where, so far as appears and as is probable from the evidence, other and further truths exist which would make such a decree improper and unjust — truths which have not been asserted or established because they have no bearing upon the issues presented by the bill. The judge has found that the document does not constitute a final arrangement. It has not been set up as a conclusive adjustment of rights. The findings show that others not made parties are interested if rights under the instrument are to be determined.

The plaintiffs are stockholders in Rubwood Wheel, Inc. They have not the rights which they sought to vindicate by this bill. The defendants are entitled to have so much settled by a final decree. They have met the issues which this bill presented.

The decree is affirmed with costs.