Alden v. Wright

• Decision Date: 30 September 1891
• Citation: 47 Minn. 225,49 N.W. 767
• Parties: ALDEN v WRIGHT ET AL.
• Court: Minnesota Supreme Court

47 Minn. 225

49 N.W. 767

ALDENvWRIGHT ET AL.

Supreme Court of Minnesota.

Sept. 30, 1891.

(Syllabus by the Court.)

1. A party cannot sustain an action for deceit where no harm has come to him. Deceit and injury must concur.

2. The plaintiff exchanged certain real property for shares of stock held by defendants in a corporation. Held, that in an action for deceit, brought by him, the proper measure of damages was the difference in value between the shares and the property conveyed by plaintiff in exchange for the same.

3. Held, further, that there was no reversible error committed by the trial court in its charge to the jury in respect to the alleged insolvency of the corporation.

Appeal from district court, Hennepin county; HICKS, Judge.

Action for deceit by Albert M. Alden against Charles A. Wright and another. Judgment for defendants. Plaintiff appeals. Affirmed.

Benton & Roberts and Rome G. Brown, for appellant.

Weed Munro, (D. H. Secombe, of counsel,) for respondents.

COLLINS, J.

The verdict in this action was for defendants, and plaintiff appeals from an order denying a new trial. From an examination of the bill of exceptions it is obvious that the testimony upon all of the main features of the controversy was very conflicting, and would have justified a verdict for either party. The appellant does not contend that the verdict was unsupported by the evidence, but claims that the court committed several errors when charging the jury. It is necessary to consider but two of the assignments of error. The action was for deceit. The plaintiff exchanged certain real property with defendants for shares of stock held by each in a corporation, aggregating 72 in number, of the face value of $100 a share. He claims false and fraudulent representations on the part of the defendants as to the value of the shares, whereby he was induced to part with property of the value of $7,200 for the same. He also avers that the shares of stock were valueless, by reason of which he was damaged in a stated sum of money, for which judgment was demanded.

1. On the trial there was no attempt to show the market value of the stock, but testimony was produced as to its intrinsic worth. There was also testimony introduced by the plaintiff that the corporation was “insolvent,” and, at defendants' request, the jury was charged as to what would render it “insolvent for the purposes of this action.” The defendants' request, numbered 9, on this point, appears to have been an attempt to state what would constitute insolvency under the insolvency statutes; and, although the plaintiff excepted to the giving of the request when it was first submitted to the court, evidently under Gen. Laws 1883, c. 57, § 1, it appears to have been modified in the charge so as to correspond with what were then the plaintiff's views. From an examination of the requests, the charge, and the exceptions, it seems to us that all parties went somewhat astray on the question of insolvency and its bearing and importance in the determination of the issues herein. The fact-if it was capable of demonstration-that the corporation was insolvent under the statute when plaintiff took the shares of stock, would undoubtedly have a bearing upon the important question, which was as to the real value and worth of the shares. This would have to be established by showing the amount and value of the corporate assets, the extent of its liabilities, and the general condition of the business it was transacting. A corporation might be insolvent under the insolvency laws of the state, and yet its shares of stock be worth their par value or...