Axford v. The Western Syndicate Investment Company
| Citation | 168 N.W. 97,141 Minn. 412 |
| Decision Date | 01 July 1918 |
| Docket Number | 20,907 |
| Parties | ALLIN AXFORD AND OTHERS v. THE WESTERN SYNDICATE INVESTMENT COMPANY; THOMAS DUNN AND OTHERS, APPELLANTS |
| Court | Supreme Court of Minnesota (US) |
January 17, 1919
Action in the district court for Hennepin county for the appointment of a receiver for defendant corporation, for the cancelation of the Crawford stock, and to restrain defendants from parting with any of the stock of defendant corporation. Defendants Smith and Wagner filed their cross complaint against defendant corporation and Thomas Dunn, R. E. Johnson and M. D. Crawford praying that, if the stock held by them should be canceled, defendants account to them for $30,000 and interest as a condition to its cancelation. The facts are stated in the opinion. The case was tried before Fish, J who made findings and ordered an interlocutory decree in favor of plaintiffs, canceling the Crawford stock and dismissing the cross complaint of defendants Smith and Wagner. Defendants' motion for amended findings was denied. From an order denying their motion for amended findings and conclusions of law or for a new trial defendants Dunn, Johnson and Crawford appealed. Affirmed.
Supersedeas bond.
The supreme court has the power to protect a respondent during the pendency of an appeal against inadequate or improvident stay bonds approved and filed in the lower court. In the first instance, the fixing and approval of a stay bond is not for the supreme court. After a case is there upon a cost bond alone, the court retains jurisdiction to proceed until a supersedeas is furnished. In this case it was held fixing the stay bond at $20,000 was not an abuse of discretion. [Reporter.]
Corporation -- issues and transfer of stock -- what law governs.
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Corporation -- what is fictitious stock under South Dakota Constitution.
2. Under the provisions of article 17, § 8, Constitution of the state of South Dakota, stock issued by a corporation without consideration is fictitious and void.
Corporation -- fictitious entries not evidence of the facts recorded.
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Corporation -- secret profit of director invalid.
4. A director owes to the corporation and its stockholders the utmost good faith, and he may not enter into an agreement whereby he derives a secret profit at the expense of the corporation.
Corporation -- cancelation of stock -- findings supported by evidence.
5. The cancelation of certain shares of stock in a corporation, issued to defendants upon a transfer of void stock held to be justified by the findings of the trial court.
Selover Schultz & Selover and J. A. Mansfield, for appellants.
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