Weaver v. Cone

174 Pa. 104 | Pa. | 1896

Opinion by

Mr. Justice McCollum,

Lorenzo H. Cone, the defendant in tiffs case, was at one time a director and the secretary or treasurer of the Upper Delaware River Transportation Company and the owner of a majority of its stock. In January, 1892, he sold to Edward Morrell six hundred and eight shares of the stock at |100 a share and seventy two shares of it at $87.50 a share. This sale gave to Morrell a clear majority of the company’s stock. He testified hr the trial that at the .time he purchased the stock he had a verbal agreement with Cone that he should purchase for him the other shares at as low a figure as possible.

Edwin C. Weaver the plaintiff in this case, was in January, 1892, and for sometime previous thereto, the owner of thirty shares of the stock of the transportation company, and his father was the owner of fifty shares of it. On the -23d of January, 1892, they were notified that Cone had sold his stock and desired that the minority stockholders should know it, to give them a chance to get out. The plaintiff testified on the trial that the person who notified them of Cone’s sale assured them that he did so at Cone’s request. The plaintiff, so advised, immediately called upon Cone, who told him he got $80.00 for his stock, and went with him to the office of Worrell who offered him $80.00 for his if he would include his father’s stock in the sale and deliver the stock that day, The offer was finally accepted and the money paid and stock delivered in accordance with it. To the extent that we have stated what was said at the interview between Weaver and Cone, and wbat occurred at Worrell’s office, tbe parties agree in their testimony. But we have not stated all that was said by either party at that interview because their versions of it are radically different and conflicting. It is not necessay to include in this opinion the details of their testimony descriptive of it. A reference to the substance of it is deemed sufficient. Weaver testified that when he called upon Cone the latter said he had sold his stock, and offered to go with him to the broker and help him sell his; that when questioned as to the price of the stock he said it was eighty and that was the best that could be obtained for it; “that he and Dr. Wyckoff had appraised the stock at ninety dollars per share, but considering the circumstances they concluded to sell at eighty,” and that “he only got eighty for his stock.” Cone testified that he went to the broker with Weaver at his request • admitted that he told Weaver he got $80.00 for his stock but denied that he told him he only got $80.00 for it. He also testified that he refused to tell Weaver who he sold to or to say anything more about it than that he got $80.00 for his stock. It will be seen from this statement of the principal issues of fact between the parties that if Weaver told the truth Cone deliberately made a false representation to him in regard to the price he obtained for his stock, and that if Weaver was induced by this representation to part with his stock for less than he would otherwise have received for it, Cone ought to compensate him for the loss. If, on the 'other hand, Cone’s was the truthful and Weaver’s the false version of the interview between them the latter has no cause of action against the former.. The verdict shows that the jury accepted Weaver’s version of the interview as the true one and it remains for us to inquire whether there was error in the instructions or rulings upon offers of evidence which contributed to the result.

The first, second, third and fifth specifications of error relate to the instructions and the fourth to the rulings upon an objection to a question addressed to the plaintiff by his counsel. It is contended by the learned counsel for the appellant “ that the charge of the court was not as fair a presentation of the defendant’s case as of the plaintiff’s ” and this contention is based on the excerpts from the charge which appear in the first, second and third specifications. It is conceded that Cone desired Edwards to notify the minority stockholders, including the plaintiff, that he had sold his stock, and Edwards did not deny that he told the Weavers that Cone requested him to notify them. We think therefore that there was not such misstatement in the excerpt which is the subject of the first specification as calls for a reversal of the judgment or for adverse criticism. The learned judge of the court below fairly presented in the charge the plaintiff’s claim in regard to the alleged false representation and the defendant’s denial of it, and because he did so there is no merit in the second specification. The learned counsel for the appellant requested the court to instruct the jury that if they found for the plaintiff they could not assess damages for a greater sum than the difference between the price he obtained for his stock and the actual value of it, and they were instructed accordingly. In view of this request and the answer to it, and of the undisputed testimony that at or about the time of the plaintiff’s sale the stock was sold at from $90.00 to $120 a share we see no valid ground for complaining of the instruction which is included in the third specification.

The plaintiff on his examination in chief and after he had stated that he sold his stock for $80.00, was asked the following question: “ What was it that induced you to sell your stock at that figure ? ” The question was objected to, the objection was overruled and an exception was taken by the defendant. The ruling is complained of in the fourth specification. The precise question thus raised was decided at this term in Commonwealth of Pa., in trust etc., v. Julius et al., 173 Pa. 322. The decision was adverse to the appellant’s contention in this case. It is not necessary to repeat here what was there said distinguishing cases like this from the cases cited by the appellant to sustain his claim that the court erred in admitting the question.

We think the case was well tried in the court below and that the verdict was fairly responsive to the evidence in it.

Judgment affirmed.