199 Mass. 436 | Mass. | 1908
This case was reserved for the full court by a single justice on the pleadings, the master’s report and supplemental report and the exceptions thereto — such decree to be .entered “as equity may require.”
The bill is a bill to compel an accounting by the defendants McIntyre, Callender, and Chapin as trustees under a deed and assignment made to them by the plaintiff for the benefit of his creditors, and by one Coats, who is alleged to have been wrongfully employed by them to carry on the business of the trust. It also seeks to set aside a conveyance made by the trustees to the Gowdy Distilling Company, the other defendant, and to have the property reconveyed to the plaintiff. The plaintiff has deceased since the suit was begun and it is prosecuted by his executor.
The principal part of the property conveyed to the trustees consisted of a distillery in Agawam carried on by the plaintiff .under the name of the H. Porter Company, and of the personal property belonging to and connected therewith. The assignment
It will be seen that the most of these contentions and objections relate to matters of fact. In regard to such matters the master's findings will not be disturbed unless clearly erroneous.
The master finds generally “ that in connection with the appointment of the attorneys,
It cannot be said, we think, that the trustees managed the trust in an imprudent and unbusinesslike manner and the mas
As to the sale to the Gowdy Distilling Company, the master finds that the stock of that company was worth at the time of the sale from $75 to $100 per share, and that the property conveyed did not exceed in value $20,000, including the good will and the trademark, which he finds was once valuable, but, owing to changes in the conditions of business, had lost most of its value. He also finds that at no time would the assets have been sufficient to meet the outstanding claims of the creditors who had become parties of the third part to the assignment, and who, with the plaintiff, were the only parties interested in the sale, so as to leave any balance payable to the plaintiff. And he finds still further that the creditors aforesaid consented to the sale and agreed to take their proportional part of the stock on account of and in payment of their respective claims. As to them, therefore, the sale was in effect a sale for money and the plaintiff has no just ground for complaint that the sale was for stock in the Gowdy Distilling Company and not for money, even if we assume that the sale could not otherwise be fairly regarded as a sale for money.
We see no ground on which the sale can be avoided by the
In regard to the matter of interest, the master reports that in - his opinion “ the trustees should have made provision for the
On the whole case we think that the entry should be: exceptions to the master’s report overruled, master’s report confirmed, and bill dismissed with costs.
So ordered.
The assignment was dated December 1,1897.
The “ attorneys ” here referred to were the firm of E. M. Coats and Company, wholesale and retail liquor dealers in Springfield, of which the defendant Coats was a member. The trustees executed a power of attorney, authorizing them to carry on the business for the trustees. The power by its terms was revocable at any time without notice.
Chapin was cashier of the John Hancock National Bank, Callender was president of the Chapin National Bank and McIntyre was president of the Hampden Trust Company. All three of the banks were creditors of the plaintiff before the assignment was made.
The total increase was $25,000.
The defendant Callender, when asked whether he did not think it was • his duty as a trustee to lay the matter before Whitman, replied, “If you want " to have, me answer that question frankly, I will. I shall have to say that, as I read Mr. Whitman and knew him, I don’t think it would make any practical difference in my opinion whether I consulted him or not.”