Baum v. Stephenson

Decision Date20 October 1908
PartiesBAUM v. STEPHENSON.
CourtMissouri Court of Appeals

Appeal from St. Louis Circuit Court; Jas. R. Kinealy, Judge.

Action by William Baum against Lloyd Stephenson. From a judgment in part for plaintiff, both parties appeal, defendant being designated as appellant. Reversed and remanded.

Geo. B. Webster, for appellant. W. J. N. Mayer and Lee Sale, for respondent.

BLAND, J.

Omitting captions and signatures, the pleadings are as follows:

Petition.

"Plaintiff states that prior to the month of November, 1890, plaintiff and defendant had been associated together in business for several years; that between the years 1884 and 1889 he and the said defendant had been engaged as partners in the practice of law at the city of Shelbyville, in the state of Illinois; that in or about the month of November, 1897, plaintiff and defendant agreed to form a partnership for the purpose of obtaining or controlling a right of way between the cities of East St. Louis and Belleville, in the state of Illinois, over the turnpike between said cities, with a view to the construction and operation of an electric railway between the said cities; that in pursuance of said agreement, and as part thereof, plaintiff and defendant agreed to attempt to obtain a controlling interest in the St. Clair County Turnpike Company, a corporation organized under the laws of the state of Illinois, owning and operating a turnpike road between said cities of East St. Louis and Belleville; that it was further agreed between said parties that all stock so to be purchased should be divided equally between them; each party paying his one-half of the cost thereof, and that all stock so to be purchased should be held and managed in common and by the parties hereto as partners; that neither of said parties should, without the consent of the other, sell any portion of the stock so purchased. Plaintiff further states that, in pursuance of said agreement, plaintiff and defendant did, in November, 1890, purchase three hundred and fifty-seven (357) shares of the capital stock of the said St. Clair County Turnpike Company, each of said parties paying one-half of the purchase price thereof. Plaintiff states that thereafter, in pursuance of said partnership agreement, shares of the capital stock of said St. Clair County Turnpike Company were purchased, from time to time, by said plaintiff and defendant, severally, and that the shares of stock so purchased were thereupon divided equally between plaintiff and defendant, and paid for by the plaintiff and defendant, share and share alike; that the amount of stock so purchased and owned by plaintiff and defendant in the year 1897 aggregated the sum of six hundred and twenty-five (625) shares; that the entire capital stock of said St. Clair Turnpike Company aggregated twelve hundred and seventy (1,270) shares, of which two hundred and seventy (270) shares were at all times herein mentioned retained in the treasury thereof as treasury stock of said company; that for some years prior to the year 1897, in pursuance of said agreement, defendant had occupied the position of president of the said St. Clair County Turnpike Company, and plaintiff during the same time had occupied the position of secretary and treasurer of said company, both plaintiff and defendant receiving the same salary as such officers; that during the entire period prior to 1897, during which plaintiff and defendant were connected with the said turnpike company, plaintiff had active control and management of said company, and devoted all the necessary attention to the business of said company, defendant being, during all said period in poor health, and unable to give his time and attention to the business of the said company. Plaintiff further states that for several years prior to the year 1897, he and the defendant, in conjunction with one D. P. Alexander, had made efforts to obtain franchises that would enable them to build an electric railway over the said turnpike road, and during the said years had respectively obtained various franchises with the view and purpose of building said electric railway from East St. Louis to Belleville, and that each of the said parties had during said period made efforts to interest capitalists in the building of said electric railway, but that prior to the month of November, 1897, all of the efforts of said parties had been of no avail; that in the month of November, 1897, the firm of Townsend, Reed & Co., being desirous of constructing and operating an electric railway between the said cities of East St. Louis and Belleville, over the turnpike then owned by the said St. Clair County Turnpike Company, entered into negotations with the defendant for the purchase of the six hundred and twenty-five (625) shares of the capital stock of the St. Clair County Turnpike Company, then owned and held by plaintiff and defendant as partners in the manner and upon the terms hereinbefore set out; that all of said negotiations were had by the said firm of Townsend, Reed & Co., with defendant, who was acting on behalf of himself and plaintiff in the city of St. Louis, while plaintiff was residing in the city of Shelbyville, Ill., and attending to the business of said St. Clair County Turnpike Company.

"Plaintiff further states that, in pursuance of said negotiations, plaintiff and defendant did, on November 12, 1897, enter into a contract with said firm of Townsend, Reed & Co., by the terms of which plaintiff and defendant agreed to sell the said six hundred and twenty-five (625) shares of stock so held by them in the St. Clair County Turnpike Company for the sum of forty thousand dollars ($40,000), payable one thousand dollars ($1,000) in cash, and the balance of thirty-nine thousand dollars ($39,000) in one year from the date of the making of said contract, and did further agree to obtain for the said firm of Townsend, Reed & Co. the right to construct and operate a double track railroad on the property and right of way of the St. Clair County Turnpike Company from East St. Louis, Ill., to Belleville, Ill.; that thereupon, and in pursuance of said contract, the sum of one thousand dollars ($1,000) was paid by the said Townsend, Reed & Co. to plaintiff and defendant, each of whom received one-half of the amount so paid, to wit, the sum of five hundred dollars ($500). Plaintiff further states that all of the negotiations leading up to the making of the said contract with Townsend, Reed & Co. were conducted by the defendant Stephenson, acting for himself and plaintiff, and that during the whole of said negotiations the defendant acted as the representative and agent of plaintiff, and of the joint interests held by plaintiff and defendant in the said turnpike company as hereinbefore set out. Plaintiff further states that, at the time of entering into said contract, and as part of the consideration moving from said firm of Townsend, Reed & Co. to plaintiff and defendant for the making of said contract, the said firm of Townsend, Reed & Co. had orally agreed with the defendant that they would deliver to him individually, as an additional consideration, five thousand dollars ($5,000) of first mortgage bonds in a railroad company thereafter to be organized under the laws of the state of Illinois for the purpose of owning and operating a double track railroad between the cities of East St. Louis and Belleville. Plaintiff states that at the time of the making of the contract aforesaid, and during all of the negotiations leading up to the execution of the said contract, defendant concealed from plaintiff the fact that he was to receive the said additional consideration, and for the purpose of concealing said fact did enter into a separate agreement in writing with the said firm of Townsend, Reed & Co. for the delivery to the defendant individually of the said five thousand dollars ($5,000) of bonds. Plaintiff further states that the said agreement so made by defendant was a secret...

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10 cases
  • State v. Florian
    • United States
    • Missouri Supreme Court
    • February 10, 1947
    ... ... legal conclusion and is not sufficient pleading. Piggott ... v. Denton, 46 S.W.2d 618; Schindler v. Sorbitz, ... 268 S.W. 432; Baum v. Stephenson, 133 Mo.App. 187, ... 113 S.W. 225; Furlong v. Druhe, 2 S.W.2d 162; ... State v. Holder, 335 Mo. 175, 72 S.W.2d 489; ... State v ... ...
  • Temm v. Temm
    • United States
    • Missouri Supreme Court
    • December 3, 1945
    ... ... exercised its jurisdiction under that section as "a ... partnership is said to be 'a status resulting from ... contract.'" Baum v. Stephenson, 133 Mo.App ... 187, 113 S.W. 225. And see: Schneider v. Schneider, ... 347 Mo. 102, 146 S.W.2d 584; 47 C.J. "Partnership", ... ...
  • Fish v. Fish
    • United States
    • Missouri Court of Appeals
    • November 11, 1957
    ...1008; 30 Am.Jur., Joint Adventures, Sec. 32, p. 693; 48 C.J.S. Joint Adventures, Sec. 11a, loc. cit. 838.16 Compara Baum v. Stephenson, 133 Mo.App. 187, 113 S.W. 225, 227(1); Schindler v. Sorbitz, Mo.App., 268 S.W. 432, 434(3); Furlong v. Druhe, Mo.App., 2 S.W.2d 162, 165(6).17 Boone v. Oet......
  • Piggott v. Denton
    • United States
    • Kansas Court of Appeals
    • January 11, 1932
    ... ... the demurrer. Schindler v. Sorbitz (Mo. App.) 268 ... S.W. 432; Furlong v. Druhe (Mo. App.) 2 S.W.2d 162; ... Baum v. Stephenson, 133 Mo.App. 187, 197, 113 S.W ... 225. The petition will be construed as though these words did ... not appear. Jones v. Schaff ... ...
  • Request a trial to view additional results

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