Brinckerhoff v. Holland Trust Co.

Citation159 F. 191
PartiesBRINCKERHOFF v. HOLLAND TRUST CO. et al. ROOSEVELT et al. v. BRYANT et al.
Decision Date05 February 1908
CourtUnited States District Courts. 2nd Circuit. United States District Courts. 2nd Circuit. Southern District of New York

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Wellman Gooch & Smyth (Herbert C. Smyth and Frederic C. Scofield, of counsel), for complainants Roosevelt and others.

George M. Van Hoesen, for receiver of Holland Trust Co.

Tunis G. Bergen, for Holland Building Ass'n.

RAY District Judge.

From the papers before me it appears that in September, 1902, one Elbert A. Brinckerhoff, on behalf of himself and all other stockholders of the Holland Building Association, filed his bill in equity in the Circuit Court of the Eastern District of New York against Robert B. Roosevelt and the Holland Building Association, charging the said Roosevelt as an officer of said Holland Building Association with certain wrongful conduct, etc., injurious to such association and its stockholders, and seeking to charge him with certain sums of money as compensation, etc. The particulars will be referred to hereafter.

This action was tried before Hon. Edward B. Thomas, then District Judge of the Eastern District of New York, and, on the facts found by him (see (C.C.) 131 F. 955), resulted in a decree in favor of the complainant as follows:

'Ordered, adjudged, and decreed, as follows: That the defendant Robert B. Roosevelt without authority and negligently proposed, voted for, and procured the cancellation of the bond and mortgage for $100,000 made by the Holland Trust Company to the Holland Building Association without causing or procuring payment to be made to the Holland Building Association of the sum due under said bond and mortgage; that there has been a breach of the condition of the bond and mortgage whereby the mortgagee was entitled to enforce payment of the sum secured thereby which on account of the worthlessness of the consideration transferred to the Holland Building Association by the Holland Trust Company in return for 33 Nassau street consisting of all the indebtedness due the Holland Trust Company from Brigantine Beach Railroad, Brigantine Company, J. W. Coffin & Co., Moritz Lippmann, Coffin & Lippmann and their kindred companies at Brigantine Beach, with all the collateral belonging thereto, was $100,000 and interest, so far as the same is unpaid; and the Holland Building Association has thereby suffered loss to the extent of $100,000 with all unpaid interest thereon as hereinafter set forth; and that the defendant Roosevelt should pay for the benefit of the Holland Building Association the said sum of $100,000 with interest from August 1, 1901, as hereinafter provided. That the said defendant Robert B. Roosevelt without authority and negligently voted for and participated in the transfer to the Holland Trust Company of the sum of $3,900.81 belonging to the Holland Building Association; that such payment was unlawful and without consideration, and that said Roosevelt should pay for the benefit of the Holland Building Association the sum of $3,900.81 with interest from the 21st day of March, 1891, as hereinafter provided.
'It is further ordered, adjudged, and decreed that the defendant Robert B. Roosevelt pay to the Franklin Trust Company of the borough of Brooklyn, which is hereby appointed receiver for the purpose of receiving and administering the fund to be realized from this suit as hereinafter provided, the aforesaid sum of $100,000 with interest thereon from the first day of August, 1901, and the aforesaid sum of $3,900.81, with interest thereon from the 21st day of March, 1891, together with the sum of $1,398.39 as taxable costs, to be taxed by the clerk of this court and inserted in this decree; but if at said time a certain judgment obtained by the defendant Roosevelt against the defendant the Holland Building Association in the Supreme Court of the state of New York, county of New York, and docketed on the 18th day of April, 1902, for $7,477.18, remains in force, and if the said Roosevelt then tender to the Franklin Trust Company a satisfaction piece and discharge of said judgment, the said satisfaction piece and discharge shall be accepted by the Franklin Trust Company as part payment of the sums above decreed to be paid by the said Roosevelt to said Franklin Trust Company, and the said Roosevelt shall be required to pay in cash to said Franklin Trust Company only the balance of the sum above decreed to be paid by him to said Franklin Trust Company after deducting therefrom the sum necessary to discharge the above-mentioned judgment in full with interest.
'It is further ordered, adjudged, and decreed that the said Franklin Trust Company collect and receive the sums above stated; and that upon the delivery to the defendant Roosevelt of such of the Brigantine securities originally transferred by the Holland Trust Company to the Holland Building Association in March, 1891, as are now held by said building association, and also all the securities subsequently received and now held by the Holland Building Association in place of securities originally transferred by the Holland Trust Company to the Holland Building Association in March, 1891, to wit, 50 shares of the stock of the Brigantine Building & Improvement Association, transferred to the Holland Building Association in March, 1891, and 800 shares of stock of the Brigantine Beach Railroad Company transferred to the Holland Building Association in March, 1891, together with 260 shares of preferred stock and 260 shares of common stock of the Philadelphia & Brigantine Railroad Company received by the Holland Building Association upon the reorganization of the Brigantine Beach Railroad Company in place of 71 bonds of $1,000 each of the Brigantine Beach Railroad Company transferred to the Holland Building Association in March, 1891, and, upon the delivery to the defendant Roosevelt of a duly executed assignment of the aforesaid securities, the said Franklin Trust Company shall distribute the money so received from the defendant Roosevelt as follows:
'First, that it pay to Duncan & Duncan, solicitors and counsel for complainants, the sum of twenty thousand dollars to be retained to said solicitors and counsel as reasonable compensation for their services as solicitors and counsel, and that it pay to said solicitors to meet the disbursements incurred on behalf of the complainants the sum of $1,398.39 taxable costs above referred to; that it also pay to Tunis G. Bergen, solicitor and counsel for defendant the Holland Building Association, one thousand dollars as reasonable compensation for his services herein as such solicitor and counsel; second, that said receiver pay and discharge the above-mentioned judgment obtained against said Holland Building Association by the defendant Robert B. Roosevelt in the Supreme Court, state of New York, county of New York, and docketed on the 18th day of April, 1902, for $7,477.18, if the same be in force, unless a satisfaction piece thereof shall have been tendered to said receiver by the defendant Roosevelt, and an allowance made to said defendant therefor as above provided; third, out of the balance of said sum said receiver is directed to retain the expenses of said receivership, including the sum of two hundred and fifty dollars, which is hereby fixed as the compensation of said receiver for carrying out its duties herein provided for; and, further, the Holland Building Association by its solicitor and counsel having consented to this provision of this decree, it is further ordered that the said receiver distribute the balance of said money so received from said Roosevelt, together with interest accrued thereon at the usual rate allowed by said trust company, among the then stockholders of the defendant the Holland Building Association pro rata according to their respective holdings of stock in said corporation in accordance with the stock record books of the Holland Building Association which the receiver is hereby directed to consult for the purpose of obtaining therefrom a correct list of said stockholders of record at the time of the delivery to the defendant Roosevelt of the Brigantine securities as aforesaid.
'And it is further ordered, adjudged, and decreed that upon the said receiver qualifying as hereinbefore provided it recover of said defendant Roosevelt the said sum of $100,000 with interest from the first day of August, 1901, and a further sum of $3,900.81 with interest from the 21st day of March, 1891, together with the sum of $1,398.39 taxable costs, amounting in all to the sum of $127,984.86 less, however, the amount necessary to satisfy and discharge the above-mentioned judgment obtained by the defendant Roosevelt against the Holland Building Association in the Supreme Court of the state of New York, county of New York in case the defendant Roosevelt tender to the said

receiver a satisfaction piece of said judgment as above provided; and that, as said receiver, the Franklin Trust Company have execution against the defendant Robert B. Roosevelt for the sums decreed to be paid by said defendant, unless due payment be made within thirty days.

'It is further ordered and decreed that either party hereto may apply to this court for further orders and directions at the foot of this decree as may seem necessary or proper for carrying out the purpose of this decree.
'Edward B. Thomas, U.S.J.
'It is hereby consented that the foregoing decree be amended by inserting on page 3 line 28 after '1891' the words and figures 3510 shares of the capital stock of the Brigantine Company of New Jersey transferred to the Holland Building Association in March, 1891.
'Duncan & Duncan, Solicitors for Complainant. 'Geo. C. Kobbe, Solicitor for R. B. Roosevelt.
'So ordered, Nov.
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4 cases
  • American Nursing Resources, Inc. v. Forrest T. Jones & Co., Inc., WD
    • United States
    • Court of Appeal of Missouri (US)
    • June 4, 1991
    ...the agent to subrogation unless his conduct was such as to deny him the consideration of a court of equity. Brinckerhoff v. Holland Trust Co., 159 F. 191, 205 (C.C.S.D.N.Y.1908); 73 Am.Jur.2d Subrogation § 52 The right to restitution for unjust enrichment presupposes (1) that the defendant ......
  • The Manhattan Shirt Company v. Sarnoff-Irving Hat Stores, Inc.
    • United States
    • Court of Chancery of Delaware
    • December 16, 1931
    ...... expressly declined to say. The solicitor for the intervenor. also cited the case of Brinckerhoff v. Holland Trust. Co., (C. C.) 146 F. 203; Id. (C. C.) 159 F. 191, in support of its right to ......
  • Manhattan Shirt Co. v. Sarnoffirving Hat Stores, Inc.
    • United States
    • Court of Chancery of Delaware
    • December 16, 1931
    ...declined to say. The solicitor for the intervenor also cited the case of Brinckerhoff v. Holland Trust Co. (C. C.) 146 F. 203; Id. (C. C.) 159 F. 191, in support of its right to intervene. That case, however, is of no pertinency to the instant one. It appears to be a case where intervention......
  • Brinckerhoff v. Holland Trust Co.
    • United States
    • United States District Courts. 2nd Circuit. United States District Courts. 2nd Circuit. Southern District of New York
    • June 30, 1909

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