Peek v. Detroit Novelty Works

• Decision Date: 05 May 1874
• Court: Michigan Supreme Court
• Parties: William Peek v. The Detroit Novelty Works

29 Mich. 313

William Peek v. The Detroit Novelty Works

Supreme Court of Michigan

May 5, 1874

Heard April 30, 1874

Error to Superior Court of Detroit.

Assumpsit. Plaintiff brings error. Affirmed.

Judgment of the superior court affirmed, with costs.

Moore & Griffin, for plaintiff in error.

D. C Holbrook, for defendant in error.

OPINION

Graves Ch. J.

The plaintiff, Peek, being the owner of a large number of shares of stock in the defendant corporation, and being also secretary and treasurer for the year preceding April 1, 1873 was, by resolution of the board of directors, passed on the 24th of March, 1873, to take effect on the first of April, removed from his offices. He claims that the stock he so held was by him bargained and sold to the company, and that they became bound to accept and pay for it, but have refused so to do.

The court below came to an opinion adverse to his case and gave judgment against him.

Evidence was refused of statements of individual directors out of session, and also statements made by directors in debate while the board was sitting. I think this ruling was correct. To maintain his action, the plaintiff was required to show that the company in its corporate character, as one party, bargained and agreed with him, as another party, for the purchase of the stock as alleged, and he was at liberty to show any negotiation between himself and the company directed to any such bargain. But the declarations or statements of individual directors, when the board was not in session, and when such declarations or admissions did not accompany any official act, were clearly incompetent; and the statements made in discussion while the board was in session were not negotiations between the company and the plaintiff. They were merely consultations among the members themselves, of the governing body of the corporation, to enable that party to form a private judgment for its own guidance.

They were not intended to be heard or construed as containing or amounting to an overture from the company, on the one side, to the plaintiff, on the other; but were a natural endeavor by the corporation to elicit the corporate view of the course deemed most advisable. From the nature of the case they could not possibly be regarded as the utterances of the company to the plaintiff. It may be said that they were admissible as having some tendency to show what the company determined upon. Without stopping to decide whether this view might not be repelled on other grounds, it is sufficiently answered by saying, that the evidence was not required or pertinent for any such purpose, since the actual determination reached by the board of directors was declared by resolution, which was admitted in evidence.

Passing to the main and decisive point, I think the evidence did not conduce to show that the company entered into an...