204 Pa. 492 | Pa. | 1903
Opinion by
This is an action for deceit, and the facts can be very briefly stated. Willock, the plaintiff below, alleges that he subscribed, at the solicitation of Ache, one of the defendants, for ten shares of the capital stock of a proposed corporation, to be known as The American Food and Oil Company. Nothing appears to have been said to him upon the subject by any of the other defendants. Ache represented to him that the capital stock of the company would be $60,000, of which a patentee, named Weatherly, was to get $29,000 for his patents, to be used by the company as the basis of its business. It was subsequently organized with a capital of $60,000, composed of 600 shares of the par value of $100 each, of which, it seems to be conceded, 290 were issued to Weatherly. The complaint of the appellant is that a fraud was perpetrated upon him by the defendants, for which they must answer to him for his loss on the ten shares of stock he originally subscribed for and for a loss on eighty more subsequently purchased by him from Weatherly, the alleged
If the agreement of Weatherly to so transfer 210 shares of the stock to the six defendants even was of the fraudulent character attributed to it by the appellant, his first difficulty is that he did not prove it had been entered into before he subscribed for his stock. He avers in his statement, and his learned counsel argue, that it had been, but he failed to prove this material fact in his case. The gravamen of his charge against the defendant is fraud. There was no presumption in favor of it or of any fact essential to sustain it, and the burden was upon the plaintiff to prove that the compact of which he complains was made before he subscribed for his stock. If made afterwards, it cannot be pretended that it was a fraud upon him or anyone else. It was proper and lawful that, for the patents, regarded by the company as valuable, the owner of them should receive paid-up stock, for they were property within the letter and spirit of section 7, article 16 of the constitution, and, when so issued to him, he could do as he pleased with it.
The agreement was executed on June 16, 1896. The plaintiff did not prove when he subscribed for his stock. All that
But without regard to the date of the subscription of the appellant for the ten shares of stock, was the agreement of June 16, 1896, unlawful, and can it be regarded as the means of perpetrating any fraud upon the appellant ? As already stated, it was proper and lawful for the company to agree to transfer 290 shares of the capital stock to Weatherly. After he received it—on the very day he received it—he could do as he pleased with it. He saw fit, in the exercise of his best judgment, to
As to the eighty shares purchased by the appellant from Weatherly, nothing more need be said than that it was an ordinary, everyday business transaction, on which, according to his own admission, he hoped to profit, but was disappointed. The judgment of nonsuit could not have been properly withheld and ought not to have been taken off.
Judgment affirmed.