York v. Hinkle

80 Wis. 624 | Wis. | 1891

Cassodat, J.

This action is to set aside the assignment .of stock and the conveyance of land mentioned in the foregoing statement, on the ground that they were obtained by duress. The alleged duress is to. the effect that William H. Hinkle, under the circumstances mentioned in the foregoing statement, informed the plaintiff that A. Howard Hinkle wanted his stock, and would give him for it fifty per cent, of its par value; that, if the plaintiff refused to accept, A. Howard Hinkle would take immediate legal steps to charge the company’s property with $200,000 indebtedness then due to him for the borrowed money mentioned ; and that the defendants would notify any person proposing to purchase the' plaintiff’s stock of these facts. It will be observed that no threat of doing any act is al-legecl, which the defendants, or one or more of them, did not have the power and legal right to do. There is no intimation in the complaint of any duress of the person. The most that is claimed is that there was duress of property or rights of property. Eut there can be no such duress without some illegal exaction, or some fraud or deception. The restraint must be imminent, and such as to destroy free agency in a mind of ordinary firmness, without the present means of protection. Radich v. Hutchins, 95 U. S. 210; Wilcox v. Howland, 23 Pick. 167; Forbes v. Appleton, 5 Cush. 115; Benson v. Monroe, 7 Cush. 125; Natcher v. Natcher, 47 Pa. St. 496: Miller v. Miller, 68 Pa. St. 493; Heysham v. Dettre, 89 Pa. St. 506; Hackley v. Headley, 45 Mich. 574; Swanston v. Ijams, 63 Ill. 165; Harrison v. Milwaukee, 49 Wis. 252. See cases carefully classified in 6 Am. & Eng. Ency. of Law, 57 et seq. Lord Denman, C. L, went so far as to say that “ the fear that goods may be taken or injured does not deprive any one of his free agency who possesses that ordinary degree of firmness which the law requires all to exert.” Skeate v. Beale, 11 Adol. & E. 990.

It does not appear from the complaint that the indebtedness of the company to A. Howard Hmlcle for borrowed money was not due and enforceable at the time of the alleged duress, but, on the contrary, it is fairly inferable therefrom that it was then due and enforceable. It does not appear therefrom that the plaintiff’s position, as vice-president and general manager of the company, was secured to him permanently or for any definite length of time, but, on the contrary, it is fairly inferable therefrom that, like all other officers and agents of the corporation, he was subject to displacement by a majority of the stockholders. In case the defendants had concluded to execute such threats, there would have been no obligation on their part to keep the same silent or refrain from informing persons proposing to purchase the plaintiff’s stock. Ro fraud or deceit is • alleged. It is true the plaintiff had put his money and property into the corporation which was subject to the control of a majority of the stockholders; and they may have threatened to unwisely manage it; but such action on his part was voluntary, and with full knowledge that he was thereby subjecting his property to the management and control of such majority. Besides, such majority could do nothing to injure the intrinsic value of the plaintiff’s stock which would not have a corresponding effect upon their own stock. The relation of the defendants to the plaintiff, in the transaction alleged, was not that of. trustees to their oestui que trust, or that of fiduciary agents to their principal, and hence the authorities cited by the learned counsel for the plaintiff are, in our judgment, inapplicable. The demurrer was properly sustained.

By the Court.— The order of the circuit court is affirmed.