C. Jutte & Co. v. Pfeil

• Citation: 69 A. 59,219 Pa. 520
• Decision Date: 06 January 1908
• Docket Number: 130
• Parties: C. Jutte & Company, Appellant, v. Pfeil
• Court: Pennsylvania Supreme Court

69 A. 59

219 Pa. 520

C. Jutte & Company, Appellant, v. Pfeil

No. 130

Supreme Court of Pennsylvania

January 6, 1908

Argued November 5, 1907

Appeal, No. 130, Oct. T., 1907, by plaintiff, from decree of C.P. No. 1, Allegheny Co., March T., 1906, No. 390 dismissing bill in equity in case of C. Jutte & Company v P.M. Pfeil et al. Affirmed.

Bill in equity for an injunction and to compel the transfer of stock. Before MACFARLANE, J.

The facts are stated in the opinion of the Supreme Court.

Error assigned was decree dismissing the bill.

The decree of the court is affirmed at the cost of the appellant.

David A. Reed, of Reed, Smith, Shaw & Beal, with him Wm. M. Robinson, for appellant, cited: Lomerson v. Johnston, 47 N.J. Eq. 312; Boyd v. Browne, 6 Pa. 310; Rheem v. Naugatuck Wheel Co., 33 Pa. 358; Stewart v. Wyoming Cattle Ranche Co., 128 U.S. 383.

Willis F. McCook, for appellee.

Before MITCHELL, C.J., FELL, BROWN, MESTREZAT, POTTER and STEWART, JJ.

OPINION

MR. JUSTICE FELL:

The object of the bill in equity filed in this case was to restrain by injunction one of the defendants from selling shares of stock of the Marine Coal Company, held by him as trustee for himself and others as a pledge to secure the payment of a debt due by the plaintiff. The facts material to the question involved are these: In June, 1901, the defendants owned seventy-two per cent of the stock of the Marine Coal Company, and the plaintiff, the C. Jutte Company owned the remaining twenty-eight per cent. The defendants agreed to exchange their stock for stock of the Jutte company of the value of $360,800 and all of their shares excepting twenty, which were used to qualify five directors and keep up the organization of the company, were transferred to the Jutte company and they received in exchange temporary certificates of stock of that company. Before the defendants had received their final certificates of the stock of the Jutte company, they discovered that it had after the exchange and without notice to them incumbered its property with a first mortgage bond issue of $1,000,000 for the purpose of raising money with which to pay its purchase money notes. They then filed a bill for the recision of the contract of exchange and a return of their stock in the Marine Coal Company. While the case was on trial, a settlement was proposed and during the negotiations the defendants offered to accept $200,000 and to cancel the agreement of exchange, or to buy the plaintiff's stock in the Marine Coal Company at the same rate, and to give the plaintiff the right of first choice. The plaintiff elected to purchase, but could not pay in cash as the defendants had offered to do. The offer was then modified so as to require a cash payment of $40,000 and the pledging of the stock to secure the deferred payments. The cash payment of $40,000 was raised by the declaration of a dividend of that amount by the Marine Coal Company, which was paid to the Jutte company and by it paid to the...