Becker v. Kreul

• Decision Date: 08 February 1921
• Parties: BECKER v. KREUL.
• Court: Wisconsin Supreme Court

173 Wis. 273

181 N.W. 211

BECKER

v.KREUL.

Supreme Court of Wisconsin.

Feb. 8, 1921.

Appeal from Circuit Court, Milwaukee County; William B. Quinlan, Judge.

Action by John C. Becker against William C. Kreul. Judgment for defendant, and plaintiff appeals. Affirmed.

Action to recover moneys agreed to be repaid upon the sale or transfer of certain corporate stock. In December, 1915, the defendant and Henry F. Cochems were equal owners of the capital stock of the Senator Lead & Zinc Mining Company, a Wisconsin corporation. The authorized capital was $30,000, which had been issued, or was to be issued, to the defendant and Cochems in consideration of the transfer to the company of certain mining property situated in Southwestern Wisconsin.

It is the contention of the plaintiff that, in order to secure the sale of stock of the par value of $2,500 owned by Cochems, for the benefit of the corporate treasury, the defendant represented that he “would guarantee the plaintiff against any loss from said investment and would redeem said investment by returning the money to said plaintiff whenever said moneys would be demanded by the plaintiff, and in any event before the expiration of one year.” It is the claim of the plaintiff that, relying upon said representation and guaranty, he placed a mortgage upon certain property, borrowed $1,500 of his brother, paid the $1,500 into the treasury of the corporation for operating purposes, and received from Cochems $2,500, par value, of the capital stock of the company.

It is the claim of the defendant that he made no such representation or guaranty; that the investment was made by the plaintiff voluntarily and in order to share the profits of what promised to be a profitable enterprise.

After the payment of the money on December 24, 1915, and on the 27th day of December, 1915, it appears, without dispute, that the plaintiff signed a certain contract or release as follows:

“This agreement made this 27th day of December, 1915, by and between William C. Kreul, hereafter known as party of the first part, and J. C. Becker, hereafter known as party of the second part.

For one dollar and other valuable considerations, the party of the first part is to have four hundred shares of stock in the Senator Lead & Zinc Company when organized, which certificate is to be turned over to the party of the first part by the party of the second part, fully paid for.

It is further agreed that there shall be no liability whatsoever from party of the first part to party of the second part in connection with any agreements or arrangements in the organizing of the Senator Lead & Zinc Company, and they are hereby canceled, and any verbal arrangements are hereby canceled.

In witness whereof the party of the first part and party of the second part have hereunto set their hands and seals this 27th day of December, 1915.

2d: J. C. Becker. [Seal.]

1st: Wm. C. Kreul. [Seal.]”

Defendant claims that, if any representation or guaranty was made by the defendant, by the execution of the agreement of December 27, 1915, known as Exhibit 2, the defendant was thereby released.

In the complaint the plaintiff alleges that he signed such release “at the office of the said defendant; said defendant, during the busy hours while plaintiff was under the stress of the service in the business of said defendant, said defendant asked plaintiff to sign a memorandum which he said pertained to certain four shares of stock and to the operation of said mining company, which plaintiff, without knowing the contents thereof, in reliance upon the truthfulness of said statement, signed.”

It is the claim of the defendant that the release was executed in response to a proposal made by the plaintiff; that the blanks therein were filled in by the plaintiff, and the instrument read over by him and voluntarily signed with full...