Anderson Carriage Co. v. Pungs

• Decision Date: 08 July 1903
• Citation: 134 Mich. 79,95 N.W. 985
• Court: Michigan Supreme Court
• Parties: ANDERSON CARRIAGE CO. v. PUNGS.

95 N.W. 985

134 Mich. 79

ANDERSON CARRIAGE CO. v. PUNGS.

Supreme Court of Michigan

July 8, 1903

Error to Circuit Court, Wayne County; George S. Hosmer, Judge.

Action by the Anderson Carriage Company against William A. Pungs. From a judgment in favor of defendant, plaintiff brings error. Affirmed.

Russel & Campbell, for appellant.

Barbour Rexford & Field, for appellee.

MONTGOMERY J.

In February, 1897, two corporations were in existence in Detroit--the one known as the Anderson Manufacturing Company and the other as the American Railway Supply Company. By an agreement between the officers of the two corporations, a new corporation was organized, known as the Pungs-Anderson Manufacturing Company; the corporation being instituted for the purpose of absorbing the two first-named corporations. The assets of each of said companies were transferred to the new corporation, and, in payment for the same, stock in the Pungs-Anderson Company was issued to the respective holders of stock in the two merging corporations on a basis of the valuation of the assets of each company; i. e., to the stockholders of the American Railway Supply Company $100,000, and to the stockholders of the Anderson Manufacturing Company, $70,000. The present plaintiff is the Pungs-Anderson Manufacturing Company under a new name. The defendant, Pungs, was a large shareholder in the American Railway Supply Company, and took part in the negotiations resulting in the consolidation, and was allotted stock in the new company to the amount of $33,781.25. On the trial of the present case the plaintiff offered to prove that during the negotiations for consolidation the defendant Pungs, misrepresented the character and value of certain assets of the American Railway Supply Company, thereby securing to the shareholders of said company a larger allotment of stock in plaintiff company than they were entitled to, and that defendant subsequently sold his stock and converted it into money. The claim was made that the plaintiff is entitled to recover on the indebitatus assumpsit count, as for money had and received by the defendant for plaintiff's use. the money received by defendant for such proportion of the stock issued to him by plaintiff as represented the value of the assets turned in to the plaintiff by the American Railway Supply Company which proved to be valueless, and were falsely and fraudulently represented by the defendant to be good. The particular items were given in the statement of counsel. The declaration was the common counts. The circuit judge was of the opinion that the plaintiff could not recover under the count for money had and received, and directed a verdict for defendant. Plain...