Charlton v. Bureau

• Decision Date: 23 May 1927
• Citation: Charlton v. Bureau, 260 Mass. 1, 156 N.E. 705 (Mass. 1927)
• Parties: CHARLTON v. LIBRARY BUREAU. POWERS v. SAME. JONES v. SAME.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

260 Mass. 1

156 N.E. 705

CHARLTON

v.LIBRARY BUREAU.

POWERS

v.SAME.

JONES

v.SAME.

Supreme Judicial Court of Massachusetts, Suffolk.

May 23, 1927.

Report from Superior Court, Suffolk County; John D. McLaughlin, Judge.

Three separate suits by Roy H. Charlton, by Charles A. Powers, and by Alfred W. Jones against the Library Bureau.On report after findings allowing plaintiffs part only of recovery sought.Judgment in accordance with findings.

E. A. Whitman, L. Weyburn, and J. P. Wright, all of Boston, for plaintiffs.

L. Powers, of Boston, for defendant.

PIERCE, J.

These suits for specific performance of similar contracts, under which each plaintiff was entitled to purchase capital stock of the defendant on certain terms and in accordance with specified conditions, were submitted to a judge of the superior court on an agreed statement of facts with the request that he make certain specific rulings of law.After consideration of the agreed facts and the arguments of counsel, the judge in each suit, answering the second question and deeming it ‘unnecessary to pass upon the others,’ ruled, ‘I am of opinion that both parties are bound by the certificate of the accountants determining the plaintiff's compensation, and that inquiry into the methods of their computation is concluded;’ and being of the opinion that the correctness of his ruling ‘is a proper subject for consideration of the full court,’he reported ‘the three cases for the consideration of the full court upon the pleadings, the agreed statement of facts and [his] rulings.’Upon the filing of the decision the parties agreed that if the judge were correct in his rulings ‘a decree shall be entered ordering the defendant to pay within 30 days to the plaintiff Charlton the sum of $7,460.17, to the plaintiff Powers $5,765.01, and to the plaintiff Jones $7,255.45, with costs to the defendant in each case,’ and if the judge were wrong, the cases were to be remanded to the superior court for further proceedings.

The sums specified in the report are the amounts previously determined to be due the plaintiffs under the agreements, with the extra compensation computed by the use of the percentages certified by the public accountants under the agreement hereinafter referred to.

By subscription contracts, in all respects alike save the name of the subscriber, dated February 9, 1922, each plaintiff became entitled to purchase 75 shares of common stock of the defendant corporation at $100 a share to be paid for as follows: The plaintiffs were to pay the defendant in cash annually 6 per cent. of the subscription price; the defendant was to contribute annually not less than 6 per cent. of the subscription price, to be paid out of an extra compensation, ‘as long as [the subscriber] shall be in the active employ of the company, to be determined as follows: At the end of each calendar year public accountants selected by the directors of the company shall certify the percentage which the current earnings of such years, less the eight per cent. (8%) dividends upon the preferred stock and dividends of not over six per cent. (6%) upon the common stock, bears to the amount of the total outstanding common stock of the company, including for this purpose the stock subscribed for pursuant to this agreement and all other similar agreements outstanding at the date of such certificate.The sum obtained by multiplying the total amount of the above subscription by two-thirds of such percentage shall then be credited by the company to the subscriber as extra compensation for his services during the preceding calendar year, and paid to him in cash, and said cash shall be by him applied upon the purchase price of the shares subscribed for, and said extra compensation so paid each year the company agrees shall in no event be less than six per cent. (6%) of the amount of said subscription.* * * In the event of a cancellation of this agreement in any manner above provided, or in the event of a termination of the subscriber's employment by the company from death or any other reason, the subscriber's account shall be credited with only such pro rata proportion of the extra compensation payment for the calendar year in which such cancellation or termination shall occur as shall be certified by the public accountants of the company to in their judgment properly represent the period from the first of the calendar year to the date of such cancellation or termination of employment, and thereafter all credits for extra compensation shall cease.* * * The object of this contract being to cement the relations between the company and the subscriber, the rights of the subscriber hereunder are strictly personal and shall not, prior to the delivery of the stock subscribed for, be sold, pledged, assigned,...