Bailey v. Champlain M. & P. Co.

• Decision Date: 23 September 1890
• Citation: 77 Wis. 453,46 N.W. 539
• Court: Wisconsin Supreme Court
• Parties: BAILEY v. CHAMPLAIN M. & P. CO. ET AL.

77 Wis. 453

46 N.W. 539

BAILEY

v.CHAMPLAIN M. & P. CO. ET AL.

Supreme Court of Wisconsin.

Sept. 23, 1890.

Appeal from superior court, Milwaukee county.F. M. Hoyt and Quarles, Spence & Quarles, for respondent.

Turner & Timlin, for appellants.

ORTON, J.

Only a general statement of the facts of this case need be made, to understand the full import of the decision. It is essentially a case on the merits, and no questions of law are involved which cannot be disposed of on elementary principles, and there is nothing complicated about the case. The parties were at issue on the facts, and the superior court adopted the facts and theory of the plaintiff rather than that of the defendants. According to the evidence for the plaintiff, the individual defendants, with the exception of the defendant F. C. Bailey, attempted to commit a gross fraud on the plaintiff through the officers of the corporation. According to the complaint, the facts are substantially as follows: Prior to March, 1887, the plaintiff had discovered and located two valuable gold mines in Atturas county, territory of Idaho,--one called the “Champlain Lode,” and the other the “Alabama Lode,”--and owned the first-named lode, and owned the last-named lode with one Stride, and had an interest in a lode called the “Hattie Lode” with one Crippen. He was without the means to test, improve, and operate said mines, and he applied to the defendants Todell, Iverson, and Hansen, and proposed to them to form a stock corporation to test and develop the same, about the 19th day of March, 1887, and proposed to unite with them in forming such a corporation under the laws of this state. They acceded to his proposition, and furnished him at once with $1,000, to drive a shaft, or tunnel, to test said lodes. Being satisfied with such test and the prospect, they entered into articles of agreement, by which they and their associates were to furnish the sum of $20,000, including said $1,000, as the cash working capital of the corporation to be formed, and the plaintiff was to receive for the property one-half of the stock to be issued. The said $20,000 cash capital was so furnished, and stock of that amount was issued to the parties so furnishing it in their proper proportion. There was a mistake made in the articles filed to obtain such incorporation, by making the whole capital stock only $20,000, instead of $40,000, the amount necessary to give said parties their proper amount of stock for the money capital so furnished by them of $20,000, and to give the plaintiff his proper amount of stock for his property in said mines so to be conveyed to the corporation. The mines were developed by the use of said money, and they were found to be of very great value. To correct said mistake in the amount of the capital stock, and make it $40,000, instead of $20,000, a meeting of the stockholders was held about the 28th day of November, 1887, at which meeting the plaintiff was represented by proxy, and they unanimously voted to so amend and correct the articles of the corporation, and make the whole capital thereof the sum of $40,000, and a resolution to that effect was adopted, and the plaintiff supposed that said resolution so increasing the stock of the...