Champollion v. Corbin

• Decision Date: 28 October 1901
• Citation: 51 A. 674,71 N.H. 78
• Parties: CHAMPOLLION v. CORBIN et al.
• Court: New Hampshire Supreme Court

51 A. 674

71 N.H. 78

CHAMPOLLION

v. CORBIN et al.

Supreme Court of New Hampshire. Sullivan.

Oct. 28, 1901.

Bill by Andre C. Champollion against Hannah M. Corbin and others. Case transferred without findings of fact or rulings of law. Case discharged.

Bill in equity. The case was submitted by agreement at the November term, 1900, of the supreme court, on the bill, answer, and such portions of the articles of incorporation, by-laws, and records of the Blue Mountain Forest Association as either party might choose to lay before the court; and was transferred by Parsons, J., without any findings of fact or rulings as to the law. The allegations of the bill are, in substance, as follows: The defendants are executors of the will of the late Austin Corbin, and reside in New York, but own and occupy summer residences in Newport in this county. The plaintiff, a minor and the only child of Reni C. and Mary C. Champollion, both deceased, was born in France. His father was a French citizen, and his mother, who was a daughter of Austin Corbin, resided in France after her marriage. Since June, 1892, the plaintiff has resided in the United States, part of the time in New York and part of the time in New Hampshire. In June, 1889, Austin Corbin was appointed in this country guardian of the plaintiff; and in December, 1893, administrator in this country of the estate of Maty C. Champollion. In June, 1897, Hannah M. Corbin was appointed the guardian of the plaintiff in the state of New York. In August, 1891, Corbin organized the Blue Mountain Forest Association for the purpose of holding and managing the park owned by him; and the capital stock, consisting of 60 shares, of the par value of $100 each, was allotted as follows: 56 shares to Austin Corbin, and 1 share to each of 4 persons, who held the stock as trustees for Corbin. Subsequently Corbin surrendered the certificate for 56 shares, and in place thereof certificates were issued to himself, his wife, and his children, as follows: Austin Corbin, 6 shares; Hannah M. Corbin, Annie Corbin, Austin Corbin, Jr., isabella C. Edgell, and Mary C. Champollion, 10 shares each. The certificate for 6 shares issued to Austin Corbin was subsequently canceled. The certificate issued to Mary C. Champollion was also canceled, and in place thereof certificate No. 12, for 10 shares, was issued to Austin Corbin, trustee, and receipted for by "A. C, Trustee," in the handwriting of Austin Corbin. Certificate No. 12 was canceled by certificate No. 13, for 15 shares, issued to Austin Corbin, and receipted for by him. The shares outstanding are held as follows: Austin Corbin, 15 shares; Hannah M. Corbin, Austin Corbin, Jr., isabella C. Edgell, and Annie Corbin, 10 shares each; and 5 other persons hold 1 share each as trustees for the estate of Corbin. In the record of the stockholders' meeting of March 24, 1894, appears the statement in the handwriting of Austin Corbin that personal notice was served upon the shareholders, among whom is named "Austin Corbin, administrafor of the estate of M. C. Champollion, 10 shares." There is in the same handwriting the statement that "Austin Corbin, for himself and as administrator," represented part of the capital stock; and it is recited that among the stockholders present was "Austin Corbin, administrator, 10 shares." The record of the meeting of September 10, 1894, states that among the shareholders participating was "Austin Corbin, 15 shares"; but it appears that the record was first written "Austin Corbin, Austin Corbin, administrafor," and subsequently ink lines were drawn through the three words last quoted. As the shares issued to Corbin's wife and children were donations, their obligations to him, his estate, and to each other were such as he chose to prescribe and they chose to agree to by accepting the stock. These obligations constitute a contract, embodied in article 13 of the by-laws, which is set out at length in the statement of facts accompanying the report of Association v. Borrowe (decided October 28, 1901) 51 Atl. 670. The plaintiff has accepted, subject to the conditions of this by-law, the interest in the park coming to him through inheritance of the shares of stock in the association belonging to his mother. He claims that these shares should be transferred to him or his guardian by the defendants, and that the contract expressed in the by-law should be enforced against the widow and surviving children of Corbin. He complains that the defendants have refused to transfer the shares to him, and are considering a sale to outside parties of the shares belonging to him and those actually the property of the estate; and he believes there is danger that such sale will be consummated unless the defendants are restrained by the court. The prayer of the bill is: (1) That the court will appoint a guardian ad litem for the plaintiff; (2) that the court will direct the defendants to transfer to the plaintiff or his guardian 10 shares of stock of the Blue Mountain Forest Association now standing in the name of Austin Corbin; (3) that the court will direct the defendants not to sell or dispose of other shares of stock belonging to the estate in violation of the contract alleged; (4) that pending the litigation the court will restrain the defendants from disposing of any stock in the association standing in the name of Corbin, or belonging to his estate, although in the names of others. The defendants' answers admit the truth of the plaintiff's allegations as to his age, birth, parentage, and residence; the parentage, residence, and death of his mother; their appointment as executors, and their residence; the appointment of Austin Corbin as guardian and administrator, and that of Hannah M. Corbin as guardian; and the purchase of a tract of land by Corbin, and its conversion into a park. As to the allegations respecting the purpose for which the association was organized, the allotment of shares, the surrender and reissue of certificates, the facts disclosed by the records, the contract alleged to be expressed in article 13 of the by-laws, and the plaintiff's ownership of stock, the defendants aver that they have not such knowledge or Information as enables them to admit or deny the truth thereof in sufficient fullness; and they pray that the plaintiff may be put upon his proof concerning the matters so alleged. The defendants admit that they have been requested to transfer 10 shares of stock to the plaintiff or his guardian, but say that Annie C. Borrowe of New York, a daughter of Austin Corbin, and the person named in the bill as Annie Corbin, insists that all shares standing in the name of Austin Corbin, and belonging to his estate, should be sold; that she is seeking, in a proceeding pending in the surrogate's court of New York, to obtain a decree compelling such...