White v. Wood

13 N.Y.S. 631 | N.Y. Sup. Ct. | 1891

Pratt, J.

The opinion of Mr. Justice Bartlett, filed with his decision upon the motion for injunction, so fully and fairly states the case that, although it was rendered before the case had been tried, it seems unnecessary to write at length at this time. There can be no doubt whatever, as found by the judge who tried the case, that the second organization mentioned in the case was not in accordance with the trust agreement, and the trustees had no rightful power to materially depart from the terms of that agreement. That each bondholder had a right to his pro rata share of the stock of any new organization is beyond question, and such provision was an essential part of the trust agreement, and beyond the power of the trustees to change or modify. The clause in the trust agreement giving power to the trustees to modify had reference solely to incidental powers necessary to carry out the essential parts of the agreement. Their conduct was a breach of duty, and gave the plaintiff a right of action, irrespective of the question whether or not they acted in good faith. Neither is it material to inquire whether all the conclusions of fact are supported by the evidence in the case, as enough are supported by the proofs to warrant the judgment. It does not seem exactly logical that the plaintiff shall be permitted to impound a debt due the trustees in order to force the trustees to indemnify the plaintiff for what he has lost by their failure to perform their duty. But this is rendered illogical only by the fact that the trustees succeeded in conveying the title to a bona fide purchaser before the plaintiff obtained his injunction. To stop the transfer, and prevent the payment of the money, was appropriate relief, upon the facts, from the plaintiff’s stand-point of observation, and, inasmuch as a part of the relief cannot now be given on account of the unlawful acts of the trustees, I think he may have such part of the relief as remains upon the facts proved. It would" seem unjust that a meritorious suit should be dismissed from a court of equity because a part of the relief asked had been rendered impossible by a wrongful act of a defendant. The judgment must therefore be affirmed. But a court of equity will not permit a suitor to use its machinery for the purpose of injury or blackmail. The plaintiff had a perfect right to use his own judgment whether or not he would accept anything less than the amount of stock stipulated that he should have when he signed the trust agreement and delivered up his bonds. The counsel for the defendants in his brief has asked the court to “suggest how captious objections, urged by the plaintiff alone, can be obviated.” The court cannot make agreements for the parties, but it can refuse relief when it is plain that its mandates are to be used for the purpose of oppression and wrong. It is impossible now to get back the property from Huntington, and it is plain that plaintiff’s bonds or the stock offered to him are of small value, "under all the circumstances, therefore, indemnity can only be liad by the plaintiff in money. As before stated, it would be unjust to turn him over to a suit at law to recover damages for a breach of duty, and it would also be unjust to allow him to take advantage of the situation to mulct the defendants in exorbitant damages. It appears that at one time the parties, including the plaintiff, valued the bonds at the rate of $72 per hundred, and it seems to us that sum, in any event, ought to be regarded as an outside limit of their value.