29 Mich. 313 (Mich. 1874), Peek v. Detroit Novelty Works

Citation29 Mich. 313
Opinion JudgeGraves, Ch. J.
Party NameWilliam Peek v. The Detroit Novelty Works
AttorneyMoore & Griffin, for plaintiff in error. D. C. Holbrook, for defendant in error.
Case DateMay 05, 1874
CourtSupreme Court of Michigan

Page 313

29 Mich. 313 (Mich. 1874)

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

Page 314

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...

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16 practice notes
  • 72 N.W. 823 (Minn. 1897), 10,731, Davis v. New York, Ontario & Western Railway Company
    • United States
    • Minnesota Supreme Court of Minnesota
    • November 9, 1897
    ...v. Harris, supra; Presley v. Lowry, 25 Minn. 114; Van Doren v. Bailey, 48 Minn. 305; Browning v. Hinkle, 48 Minn. 544; Peek v. Detroit, 29 Mich. 313; Tripp v. Metallic, 137 Mass. 499; Johnston v. Elizabeth, 104 Pa. St. 394; Cook, Stocks (2d Ed.) § 726, and cases cited. The rule applies as w......
  • 53 N.W. 639 (Minn. 1892), Minneapolis Mill Company v. Minneapolis & St. Louis Ry. Co.
    • United States
    • Minnesota Supreme Court of Minnesota
    • November 17, 1892
    ...rate their individual act as directors would not bind the corporation. Baldwin v. Canfield, 26 Minn. 43; Peek v. Detroit Novelty Works, 29 Mich. 313; Mississippi & R. R. Boom Co. v. Prince, 34 Minn. 79; Soper v. Buffalo & R. R. Co., 19 Barb. 310; Washington Bank v. Lewis, 22 Pick. 2......
  • 59 P. 399 (Utah 1899), Wall v. Niagara Mining & Smelting Co. of Idaho
    • United States
    • Utah Supreme Court of Utah
    • November 18, 1899
    ...while the board was in session were not negotiations between the company and the plaintiff." Peck v. Detroit Novelty Works, 29 Mich. 313; 1 Morawetz on Corpo. Sec. 540 and note; Wyman v. Hollowell and Augusta Bank, 14 Mass. 58; Salem Bank v. Gloucester Bank, 17 Mass. 28-29. Corporate a......
  • 29 N.W. 482 (Mich. 1886), Bond v. Pontiac, O. & P.A.R. Co.
    • United States
    • Michigan Supreme Court of Michigan
    • October 7, 1886
    ...38 Mich. 475; Doyle v. Mizner, 40 Mich. 160,) and this is true as to officers and directors individually, ( Peek v. Novelty Works, 29 Mich. 313; Finley Shoe & Leather Co. v. Kurtz, 34 Mich. 89; Wells v. Page 486 Martin, 32 Mich. 478; Bowen v. School-district, etc., 36 Mich. 149; Kalamaz......
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16 cases
  • 72 N.W. 823 (Minn. 1897), 10,731, Davis v. New York, Ontario & Western Railway Company
    • United States
    • Minnesota Supreme Court of Minnesota
    • November 9, 1897
    ...v. Harris, supra; Presley v. Lowry, 25 Minn. 114; Van Doren v. Bailey, 48 Minn. 305; Browning v. Hinkle, 48 Minn. 544; Peek v. Detroit, 29 Mich. 313; Tripp v. Metallic, 137 Mass. 499; Johnston v. Elizabeth, 104 Pa. St. 394; Cook, Stocks (2d Ed.) § 726, and cases cited. The rule applies as w......
  • 53 N.W. 639 (Minn. 1892), Minneapolis Mill Company v. Minneapolis & St. Louis Ry. Co.
    • United States
    • Minnesota Supreme Court of Minnesota
    • November 17, 1892
    ...rate their individual act as directors would not bind the corporation. Baldwin v. Canfield, 26 Minn. 43; Peek v. Detroit Novelty Works, 29 Mich. 313; Mississippi & R. R. Boom Co. v. Prince, 34 Minn. 79; Soper v. Buffalo & R. R. Co., 19 Barb. 310; Washington Bank v. Lewis, 22 Pick. 2......
  • 59 P. 399 (Utah 1899), Wall v. Niagara Mining & Smelting Co. of Idaho
    • United States
    • Utah Supreme Court of Utah
    • November 18, 1899
    ...while the board was in session were not negotiations between the company and the plaintiff." Peck v. Detroit Novelty Works, 29 Mich. 313; 1 Morawetz on Corpo. Sec. 540 and note; Wyman v. Hollowell and Augusta Bank, 14 Mass. 58; Salem Bank v. Gloucester Bank, 17 Mass. 28-29. Corporate a......
  • 29 N.W. 482 (Mich. 1886), Bond v. Pontiac, O. & P.A.R. Co.
    • United States
    • Michigan Supreme Court of Michigan
    • October 7, 1886
    ...38 Mich. 475; Doyle v. Mizner, 40 Mich. 160,) and this is true as to officers and directors individually, ( Peek v. Novelty Works, 29 Mich. 313; Finley Shoe & Leather Co. v. Kurtz, 34 Mich. 89; Wells v. Page 486 Martin, 32 Mich. 478; Bowen v. School-district, etc., 36 Mich. 149; Kalamaz......
  • Request a trial to view additional results