Black v. Wiesner
| Decision Date | 17 August 1973 |
| Docket Number | No. 1946-A,1946-A |
| Citation | 112 R.I. 261,308 A.2d 511 |
| Parties | Eleanor T. BLACK v. Albert F. WIESNER, Jr., Executor u/w of Albert F. Wiesner. ppeal. |
| Court | Rhode Island Supreme Court |
This is a civil action to determine the ownership of certain shares of stock. The case was heard before a justice of the Superior Court sitting without a jury. It is before this court on the plaintiff's appeal from an order entered in the Superior Court.
The pertinent facts follow. The plaintiff and defendant are sister and brother. Their father, Albert F. Wiesner, died on November 12, 1967, leaving a will which named his son as executor. The assets of the estate consisted mainly of shares of stock in various corporations. Under paragraph Fourth of the will plaintiff's father left her one half of all stocks and bonds owned by him at the time of his decease, subject to the payment of two bequests in the sum of $2,000 each.
The plaintiff claimed that defendant had failed to include in the inventory of the estate all stocks and bonds owned by their father at the time of his death. She charged that certain stock certificates in the possession of defendant and standing in the name of the decedent alone were the property of the decedent during his lifetime and belonged to the estate.
The defendant refused to add the stocks in question to the inventory. He claimed that on November 20, 1961, these stocks, which were then in the possession of the Rhode Island Hospital Trust Bank as security for a loan made to the Wiesner Manufacturing Company, had been given to him by his father, subject to repayment of the bank loan.
To prove the alleged gift defendant presented testimony showing his relationship with his father in the management of the Wiesner Manufacturing Company, which had been started by his father in 1938 or 1939. The defendant started with the company as an employee and over the years was given varying percentages of ownership. In 1967 he owned 100 per cent of the outstanding stock of the company, his father having fully retired. During the 1950's and early 1960's the company was in financial difficulty and it became necessary from time to time to borrow money from the Rhode Island Hospital Trust Bank. As security for these loans, the decedent pledged certain listed stocks. These stocks were deposited with the bank as collateral on December 29, 1952, June 8, 1961 and August 27, 1963. The defendant claimed that as an inducement for him to stay in and continue the business, his father gave him the pledged securities subject to the outstanding loan and reserved to himself the dividend income from the stocks.
In trying to establish a gift of the disputed stocks, defendant relied to a great extent on the minutes of a special meeting of the stockholders of Wiesner Manufacturing Company held on November 20, 1961, while decedent was president of the company. The waiver of notice of said meeting states that a special meeting of the stockholders was called 'for the purpose of acting on, and recording a suggestion from' the decedent 'and for the transaction of any other business.' The waiver is signed by the decedent and defendant as being all of the stockholders of the company.
The minutes disclose that the president said that the first order of business was to record the president's intentions regarding loans and collateral, and that then he read the following prepared statement:
The minutes further disclose that a resolution was passed making the above statement a part of the permanent records of the company. The defendant signed as secretary and decedent's name appears under a sentence stating: 'I have read the above minutes and agree that this is a true copy of said minutes.'
It appears from the transcript that only defendant and his father were present at the meeting; that defendant typed up the minutes sometime after, but not the same day; that he did not see his father sign the waiver or minutes; and that defendant signed and mailed them to his father. It also appears from the transcript that the loan was not repaid in the lifetime of decedent; that defendant did not know what stocks were on deposit on November 20, 1961; and that all he knew was which stocks were returned to him by the bank.
The defendant obtained the disputed securities from the bank on January 31, 1968, on his signature. The receipt signed by him contains the list of the stocks which at the time of the trial were in defendant's possession, but still stood in the name of decedent.
At the trial in the Superior Court plaintiff questioned the genuineness of decedent's signature on the minutes and on the waiver of notice. The plaintiff presented the testimony of a handwriting expert to prove that defendant had not signed the documents in question and defendant presented the testimony of an expert who testified that the signature was genuine.
The company's accountant appeared as a witness and testified, in part, about a conversation with decedent relative to the later's making a gift of stock to defendant.
The securities involved in this case do not include stock of Wiesner Manufacturing Company-the ownership of that stock is not an issue in this case.
One of the bank's loan officers was called as a witness. He testified that the loan was made to decedent; that he was the customer; that the bank records do not indicate that decedent, at any time, advised the bank that the securities had been gifted to someone else; that additional securities had been deposited with the bank on August 27, 1963; and that whoever turned the securities over to the son did it because they knew he was acting as agent for his father.
In his decision the trial justice said that the minutes of the November 20, 1961 stockholders' meeting, when considered in the light of all the other credible evidence, were convincing evidence that there was a completed...
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