Bent v. Torell
| Decision Date | 26 May 1953 |
| Court | Connecticut Supreme Court |
| Parties | BENT v. TORELL et al. Supreme Court of Errors of Connecticut |
Ernest W. McCormick, Hartford, with whom was Warren Maxwell, Hartford, for appellant (named defendant).
Cyril Coleman, Hartford, with whom was Julius G. Day, Jr., Hartford, for appellee (plaintiff).
Before BROWN, C. J., O'SULLIVAN, J., and QUINLAN and MURPHY, Superior Court Judges.
O'SULLIVAN, Associate Justice.
This action was instituted by Iona B. Bent as executrix under the will of her husband, Rupert G. Bent, deceased. The plaintiff's primary object was to obtain a decree ordering the defendant Gertrude B Torell to surrender 128 shares of the capital stock of the defendant The R. G. Bent Company, a corporation engaged in the construction business. The latter, to be called the company, was named as a party to the litigation for the limited purpose of restraining it from transferring the stock during the pendency of the action. The court found the issues for the plaintiff. From the judgment rendered thereon, only Mrs. Torell has appealed. We shall refer to her as the defendant.
The court found the following salient facts: Rupert G. Bent died testate on December 22, 1948. His widow and their three daughters, Gladys B. Gray, Dorothy B. Dow and the defendant, survived. The testator named his widow executrix and his sole beneficiary. The bulk of his estate consisted of 201 shares of the company's capital stock, subsequently inventoried at $680 a share. At his death, there were fifty-six other shares outstanding.
On April 15, 1947, Charles J. Munigle had entered into a written contract with the company. By virtue of its terms, he was engaged as general manager until December 31, 1951, at an annual salary of $15,000 plus 30 per cent of the corporate net profits before taxes. Under a different contract, simultaneously executed, he was given an option to purchase at book value all shares of the company's capital stock owned by the testator at his death as well as those owned by members of the family.
During March, 1949, the defendant met with Mrs. Dow to discuss the general problems involved in settling the testator's estate. Two alternatives were considered by them. One was to permit Munigle to continue to operate the company as general manager under his contract, with the possibility that the corporate business might be run down and that, should this occur, the shares of stock might be acquired by him under his option at a depressed value. The other was that, if Munigle's contracts could be canceled and someone appointed to liquidate the company, the substantial value attaching to the stock might be salvaged with little loss. It was decided to pursue the second alternative. The defendant was selected to carry it out since she had been actively engaged with her husband in an extensive construction business for fifteen years and had the necessary acumen for the assignment. The other members of the family were eliminated from consideration for the job for various reasons but mainly because they lacked experience.
Before undertaking the work, the defendant persuaded the plaintiff that, in order to give her, Mrs. Torell, apparent control of the company, sufficient shares of the company's capital stock, belonging to the testator's estate, should be temporarily transferred to her. Her argument was that, by so doing, the plaintiff would put her in a better position to bring about the cancellation of Munigle's two contracts. She assured the plaintiff and Mrs. Dow that she would return the stock when Munigle was divorced from the company.
On April 6, 1949, the plaintiff, Mrs. Dow and the defendant went to the safe deposit vault of a local bank where the estate's stock certificates were kept. Certificates representing 128 shares were then counted out. With the share which the defendant already owned, these would give her a majority of the outstanding stock. The plaintiff, as executrix, indorsed the certificates and, at the defendant's request, signed 'Mother' at the end of the following statement in the defendant's own handwriting: 'I have signed over to my daughter Gertrude Torell 128 shares of capital stock for love and affection.' This, the defendant insisted, was to make the transfer 'legal.' Mrs. Dow had previously suggested that the defendant should also sign something to show that the 128 shares were to be returned to the plaintiff when Munigle's...
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...of the finding before us, we are in no position to alter the finding without retrying the case. This we cannot do. Bent v. Torell, 139 Conn. 744, 748, 97 A.2d 270. It is conceded by the plaintiff that no guarantee is involved. The principal claim, however, is that the defendant was liable u......
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