Amidon v. Florence Farmers' Elevator Co.
| Decision Date | 30 June 1911 |
| Citation | 132 N.W. 166,28 S.D. 24 |
| Parties | AMIDON v. FLORENCE FARMERS' ELEVATOR CO. |
| Court | South Dakota Supreme Court |
Appeal from Circuit Court, Codington County; Geo. H. Marquis, Judge.
Action by L. H. Amidon against the Florence Farmers' Elevator Company. Judgment for defendant, and plaintiff appeals. Reversed.
Case & Shurtleff, for appellant.
J. G McFarland, for respondent.
This action was brought by L. H. Amidon, as plaintiff in the court below, for a writ of mandamus to compel the Florence Farmers' Elevator Company, a domestic corporation, as defendant, to transfer on the books of said corporation certain shares of stock which said plaintiff purchased and had assigned to him, and to permit plaintiff to participate as a stockholder in the management of the affairs of said company. The plaintiff's petition for mandamus, among other things, alleged that at the time of the incorporation of defendant two certain certificates of stock, representing eight fully paid up nonassessable shares of the capital stock of said corporation, were duly issued to one Chancey White that said certificates recited that the said stock was nonassessable, and that the shares of capital stock represented by them were transferable only on the books of the corporation, in person or by attorney, on the surrender of said certificates; that thereafter the said White sold and assigned said shares of stock to plaintiff by the following written assignments indorsed on said certificates: "For value received I hereby sell transfer and assign to L. H. Amidon the shares of stock within mentioned and hereby authorize the secretary of said company to make the necessary transfer on the books of the corporation"-that after the assignment of said shares of stock to plaintiff he presented the same to the secretary and also to the president of said corporation, and requested the said secretary to transfer the said shares of stock on the books of the company to plaintiff, and plaintiff also offered to surrender the said certificates of stock to be canceled at said time so that new certificates might be issued to plaintiff in their place, but said defendant corporation at said time refused and ever since said time has and still refuses to transfer said shares of stock to plaintiff on the books of said company, or to issue new certificates of stock to plaintiff; that, by reason of the refusal of defendant company to transfer said shares of stock to the plaintiff on the books of the company, plaintiff has been damaged by reason of his not being permitted to participate in the management of the corporation of which he is a stockholder or to participate in the dividends that may have been or will be declared, and plaintiff has not a plain, speedy, and adequate remedy in the ordinary course of law against the said defendant company for its refusal to transfer his said shares of stock on the books of the company, and that plaintiff will be irreparably damaged unless a writ of mandamus be issued by this court directed to defendant company, its officers and agents, commanding them and each of them to make the transfer of stock on the books of said company to plaintiff. Defendant made answer (1) denying generally each and every allegation of said petition (2) averring that the by-laws of defendant require and provide that a stockholder shall not sell his shares until the same have been offered to the stock company at par value, and that none of the shares of stock of defendant company mentioned in plaintiff's petition have ever been offered to the stock company, this defendant, at par value or otherwise. A hearing was had on the issue thus joined and a peremptory writ of mandamus issued. A motion for new trial made by defendant was granted. Thereafter defendant moved the court to quash and set aside the alternative writ of mandamus, and for an order dismissing said action, and for judgment for costs on the ground that the plaintiff and petitioner has a plain, speedy, and adequate remedy at law, and for the further reason that it does not appear from the petition that the plaintiff will be irreparably damaged by reason of the facts set out in said petition. Said motion was made upon the petition, affidavit, and alternative writ of mandamus issued in the case. Said motion to quash was granted, and the...
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