Nicrosi v. Calera Land Co.

Decision Date19 May 1897
Citation22 So. 147,115 Ala. 429
PartiesNICROSI v. CALERA LAND CO. ET AL.
CourtAlabama Supreme Court

Appeal from chancery court, Montgomery county; Jere N. Williams Chancellor.

Bill by John B. Nicrosi against the Calera Land Company and others. Bill dismissed, and plaintiff appeals. Affirmed.

Thos H. Watts, for appellant.

Gunter & Gunter, J. M. Chilton, and W. R. Houghton, for appellees.

McCLELLAN J.

The bill in this case was filed by John B. Nicrosi as a judgment creditor of the respondent land company. Its averments are in substance, the following: In 1885 the Calera Land Company was incorporated and organized with a capital stock of $500,000, divided into 5,000 shares, and carried on its corporate business until 1892, when it became and still is utterly insolvent. In the year last named complainant recovered a judgment against the company for about $7,800 on an obligation upon which Moses Bros. were indorsers, and 22 1/2 per cent. of the recovery had been paid by the assignees of said Moses Bros., the balance remaining paid. Execution issued on said judgment, and was returned "No property." David Weil and certain other persons, who are parties defendant to the bill, and their associates, in 1885, before the formation of the corporation entered into an agreement to raise a fund of about $75,000 for the purpose of purchasing certain lands in and near Calera; and the agreement further provided that, after the purchase of said lands, a corporation was to be formed for the purpose of disposing of said lands, and that each of the parties to the agreement should subscribe to the stock of the corporation, and that the lands so purchased should be conveyed to the corporation when formed in payment of the stock subscriptions, and that one-fourth of the stock was to be retained by the company as treasury stock, and that stock in the corporation in the ratio of five dollars of stock for every dollar subscribed and paid to the fund for purchasing the land should be issued to each subscriber. The fund was raised and the lands purchased as agreed upon, the lands being conveyed to Holt, one of the associates, as trustee for himself and the others. Subsequently the corporation was formed, and its stock subscribed for according to the agreement, each person subscribing for 25 per cent. more stock than was issued to him; and Holt, as trustee, conveyed the lands to the corporation upon the agreement that the corporation should issue to each subscriber to the fund for the purchase of the lands stock in the ratio of five dollars of stock for each dollar subscribed to said land fund, and that the balance of the stock should be held by the corporation as treasury stock. Under this scheme there was issued to the associates raising the land fund $375,000 in the ratio of $5 of stock for each $1 contributed by them severally to the land purchase fund, and the balance of $125,000 of stock was retained by the company. The corporation had no other property than this treasury stock and the lands so conveyed to it. Said lands were not worth exceeding $75,000. The bill shows the amount subscribed by each of the individual defendants towards the purchase of the lands, and that they each received $5 in stock for every $1 so contributed to the land fund, and that none of said defendants paid anything for the stock so subscribed for and issued except said land. The prayer of the bill is for a reference to ascertain the amount of stock subscribed for by each of said defendants, and how much has been paid by each defendant for his stock, and that each of said individual defendants be required to pay into court the amount so found to be due, or an aggregate amount sufficient to satisfy complainant's judgment and costs. Among others, the defendants, other than the company and M. B. Houghton, filed the following plea: "(1) That the complainant's debt is founded upon a bill of exchange given by the ...

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7 cases
  • Higgins v. Green
    • United States
    • Rhode Island Supreme Court
    • June 20, 1936
    ...N.E. 413; People v. General Electric Ry. Co, 172 Ill. 129, 50 N.E. 158; Bell & Howell Co. v. Bliss (CCA.) 262 F. 131; Nicrosi v. Calera Land Co, 115 Ala. 429, 22 So. 147. See, also, Pomeroy, Eq.Juris. (2d Ed.) 541. This rule evidently applies with equal force in a suit instituted by a taxpa......
  • Samuel Hertzig Corp. v. Gibbs
    • United States
    • United States State Supreme Judicial Court of Massachusetts Supreme Court
    • September 9, 1936
    ...183 Mass. 186, 66 N.E. 794;Winona & St. Peter Railroad Co. v. St. Paul & Sioux City Railroad Co., 23 Minn. 359;Nicrosi v. Calera Land Co., 115 Ala. 429, 433, 434, 22 So. 147. The point that the bill did not claim relief on the ground upon which the decree rests, namely, that the strike had ......
  • Samuel Hertzig Corp. v. Gibbs
    • United States
    • United States State Supreme Judicial Court of Massachusetts Supreme Court
    • September 9, 1936
    ... ... 794; Winona & St. Peter Railroad Co. v. St. Paul & Sioux City Railroad Co., 23 Minn. 359; Nicrosi v ... Calera Land Co., 115 Ala. 429, 433, 434, 22 So. 147 ...           The ... point ... ...
  • Fairclough v. St. Amand
    • United States
    • Alabama Supreme Court
    • November 3, 1927
    ... ... enforcing an estoppel against either of said parties, if the ... facts warrant. Nicrosi v. Calera Land Co., 115 Ala ... 429, 22 So. 147; Whiteman v. Taber, 205 Ala. 319, 87 ... ...
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