Charles v. Tex. Co

• Citation: 5 S.E.2d 464
• Decision Date: 06 November 1939
• Docket Number: No. 14961.,14961.
• Court: United States State Supreme Court of South Carolina
• Parties: CHARLES. v. TEXAS CO. et al.

5 S.E.2d 464

CHARLES.
v.
TEXAS CO. et al.

No. 14961.

Supreme Court of South Carolina.

Nov. 6, 1939.

[5 S.E.2d 465]

Appeal from Common Pleas Circuit Court of Union County; Wm. H. Grimball, Judge.

Action by J. Hoyle Charles against the Texas Company and others, sounding in tort for an alleged conspiracy. From judgment denying motion to make more definite and certain, and motion to strike certain allegations from the complaint, the defendants appeal.

Affirmed.

Complaint and grounds to amend complaint follow:

Complaint.

The plaintiff above named, complaining of the defendants herein, alleges:

1. That the plaintiff is a resident and citizen of the County of Union, State of South Carolina.

2. That, as the plaintiff is informed and believes, the defendant Texas Company, hereinafter referred to as the defendant corporation, is a large and powerful corporation of vast resources and great wealth, created, organized and existing under and by virtue of the laws of the State of Delaware, and duly licensed and authorized to engage in and do business in the State of South Carolina, and was at all times pertinent hereto, and still is, engaged in handling, distributing and selling gasoline, kerosene, lubricating oils and other petroleum products, at wholesale and retail, in this state, and particularly in the County of Union, wherein it maintains a distributing plant and has a distributor or commission representative.

3. That, as the plaintiff is informed and believes, the defendant H. G. Ezelle is a resident of the County of Richland, State of South Carolina; and that the defendant G. B. Lynch is a resident of the County of Union, State aforesaid.

4. That on or about the 3d day of February, 1926, the plaintiff and the defendant G. B. Lynch entered into a partnership agreement for the purpose of selling and distributing petroleum products in the City and County of Union; that such partnership was continued in operation until on or about the 21st day of July, 1938, when the same was dissolved under the circumstances hereinafter more fully set forth; that on or about the 2d day of August, 1934, in order to carry out the purpose of said partnership, the defendant G. B. Lynch entered into a consignment agreement with the defendant corporation to handle, sell and distribute its petroleum products, as aforesaid, in the City and County of Union; that although said consignment agreement was executed by the said G. B. Lynch individually, it was understood and agreed by and between the plaintiff and the said G. B. Lynch that said consignment agreement should enure fully and completely to the benefit of said partnership; that such understanding and agreement was known to, and acquiesced in by, the defendant corporation; that the profits and emoluments earned under said consignment agreement were supposed to have been put into the earnings and profits of said partnership; and that from time to time the plaintiff received divers sums of money out of the funds of said partnership, which said sums were represented to him to be an amount equal to fifty per cent of the profits earned under said consignment agreement.

5. That the business of said partnership was conducted and operated in a manner which appeared to the plaintiff to be harmonious until on or about July 13, 1938, up until which time the plaintiff had no reason to suspect or believe that his connection with said partnership was unsatisfactory either to the defendant G. B. Lynch or to the defendant corporation; and that the acts, statements and conduct of the defendants, as hereinafter more fully set forth, were done, made and committed without any excuse or provocation whatsoever, and came as an utter surprise and shock to the plaintiff.

6. That on or about the 13th day of July, 1938, the defendant H. G. Ezelle (who on that occasion and at all other times hereinafter mentioned was acting

[5 S.E.2d 466]

individually and as the agent and zone manager of the defendant corporation, within the actual scope and course of his authority as such agent, and with the consent, authorization, knowledge and approval of the defendant corporation) visited the place of business of said partnership, and engaged in a protracted private conversation with the defendant G. B. Lynch; that on the occasion of said private conversation, or at some time prior or subsequent thereto, as the plaintiff is informed and believes, the defendant G. B. Lynch and the defendant H. G. Ezelle, acting individually, and the defendant corporation, acting by and through its agent, the said H. G. Ezelle, did agree, combine, scheme and conspire together to eliminate and oust the plaintiff from said partnership and to eliminate and oust him from the petroleum business entirely, in the manner hereinafter more fully set forth.

7. That shortly after said conversation between G. B. Lynch and H. G. Ezelle was had, the defendant G. B. Lynch, pursuant to and in furtherance of the aforesaid combination, scheme and conspiracy, wilfully, maliciously and falsely represented to the plaintiff that the aforesaid consignment agreement had been cancelled and revoked by the defendant corporation, that as a result thereof the dissolution of said partnership had become necessary, and that the plaintiff would have to get out and make other arrangements for himself; that the said G. B. Lynch knew at the time that such representations were false and untrue; that thereafter the plaintiff learned that said consignment agreement had not and would not be cancelled by the defendant corporation, and the plaintiff then declined to consent to a dissolution of said partnership, because he saw no valid reason or necessity therefor; whereupon the defendant G. B. Lynch threatened to place the assets of said partnership into receivership, tie up its business and affairs in that manner, and thereby deny to the plaintiff the use of the capital and assets of said partnership business, practically all of which had been furnished by the plaintiff, and which comprised the larger part of his life savings; that, in the face of such threats and duress, the plaintiff was forced to agree to a dissolution of said partnership, and to sign a dissolution agreement drafted by attorneys employed by the said G. B. Lynch, which said dissolution agreement was most unfavorable to the plaintiff in that he was denied his proper share, in value, of the assets of said partnership and was thereby forced to assume the payment of practically all its outstanding obligations.

8. That the said dissolution agreement was executed by the plaintiff and the said G. B. Lynch on the 21st day of July, 1938, to become effective on the 31st day of July, 1938; that during the interval of time that elapsed between said dates, and while the original partnership agreement was still in full force and effect, the plaintiff was locked out of, and refused admittance to, the plant and premises occupied by said partnership and was denied access to its books, records and accounts.

9. That immediately upon the execution of said dissolution agreement the plaintiff, faced with the necessity of establishing himself in business alone, set about to secure the distributorship for another line of...