Cadman v. Markle

• Citation: 43 N.W. 315,76 Mich. 448
• Court: Supreme Court of Michigan
• Decision Date: 11 October 1889
• Parties: CADMAN v. MARKLE.

43 N.W. 315

76 Mich. 448

CADMAN v. MARKLE.

Supreme Court of Michigan

October 11, 1889

Error to circuit court, Wayne county; HENRY N. BREVOORT, Judge.

E. W. Pendleton, (F. H Canfield, of counsel,) for appellant.

Russel & Campbell, for appellee.

LONG J.

This suit was brought to recover for services rendered by plaintiff to defendant in getting up an organization to promote the Edison system of electric lighting, etc., in Michigan. The declaration is on the common counts in assumpsit, and also a special count as follows "For that whereas, heretofore, to-wit, on the first day of July, A. D. 1886, at Detroit in said county of Wayne, the defendant was indebted to plaintiff in the sum of $5,000 for the price and value of certain shares of stock, which defendant, by express contract, promised the plaintiff to deliver and pay to the plaintiff for his certain commissions for work and labor performed by the plaintiff for the defendant in and about the organization of certain corporations, and in and about the procuring subscriptions to the capital stock of said corporations at the request of the defendant." On the trial in the court below before a jury the plaintiff had judgment for the sum of $1,000. Defendant brings error.

It appeared upon the trial of the cause that the defendant, in 1885, had a contract with the Edison Company of New York giving him the control of rights under the Edison patents for Michigan, which the defendant proposed to handle by organizing local companies at certain points in Michigan. The plaintiff's claim is that in March, 1885, defendant came back from New York with a contract from the Edison Company, and proposed getting up a syndicate for the purpose of organizing Edison stations throughout the state that the defendant stated to him he could not carry it through, as he did not know people enough, and proposed to plaintiff, if he would, either alone or with defendant, get the subscribers to this promoter's syndicate, he would give him one per cent. of the capital stock of all the companies formed in the state of Michigan during the continuance with the Edison company, which was for 10 years. Plaintiff claims that he secured subscriptions to this organization, amounting to about $1,000,000. It appears that after these subscriptions had been procured, the subscribers, upon taking legal advice, concluded that the articles of association which had been proposed for the company, and to which they had subscribed, were unsuitable, and a committee of the subscribers devised a new plan under which a new form of company, with a reduced capital, was formed by the subscribers, and the rights under the Edison patents were conferred upon this new company, which has been used as the promoter company to others which have been organized within the state. Plaintiff also claims that these subscriptions were entirely completed some time in April, 1885. That in February, 1885, he also made an additional agreement with defendant by which he was also to have one per cent. of the capital stock of each company which he (plaintiff) organized, if he paid his own expenses, or three-quarters of one per cent. if the defendant paid his expenses, and that this contract was to continue during the life of the defendant's contract with the Edison Company,-that is, the plaintiff claims that Markle agreed to give him one per cent. of the capital stock of all companies which he might organize in the state for a period of 10 years as compensation for his services in getting up the promoter company, and also that in case he organized any local company he should have the option of having one per cent. additional if he paid his own expenses, or three-fourths of one per cent. if Markle paid them. On the trial Markle admitted making an agreement with the plaintiff, but claimed that plaintiff was to have only one per cent. of the capital stock of such local companies as he might organize, or three-fourths of one per cent. if he paid plaintiff's expenses, and this was to be in full for all services in getting up the parent company, as well as for getting up the local companies. Certain local companies were thereafter organized in the state, but not by plaintiff. The plaintiff claims that under this arrangement he went, at Markle's direction, to Adrian, and remained two weeks attempting to get up a company, when he received a letter from defendant directing him to go to Bay City, and organize a company there. That he had proceeded so far in Bay City as to get $22,000 subscribed, when the labor strike came on, and that defendant then wrote him to quit the work and return to Detroit, as his work was not satisfactory, after which time he did no more business for defendant. The plaintiff also testified that the capital stock of the promoter company (the Detroit company) is $250,000, and stock worth par. That a company was organized at Jackson, capital stock, $100,000, worth par; and a company at Grand Rapids, capital stock, $200,000, stock worth par. Plaintiff claims that he spent about four weeks at Bay...