Coburn v. Cedar Val. Land & Cattle Co.

• Citation: 25 F. 791
• Parties: COBURN and another v. CEDAR VALLEY LAND & CATTLE CO., Limited, and another.
• Decision Date: 01 December 1885
• Court: U.S. District Court — Northern District of Texas

25 F. 791

COBURN and another v. CEDAR VALLEY LAND & CATTLE CO., Limited, and another.

United States Circuit Court, N.D. Texas.

December, 1885

Geo. W McCrary and Adams & Field, for motion.

Waters & Chase, Karnes & Ess, and Mr. Houston, contra.

McCORMICK J.

The bill in this case was addressed to the state district court for Oldham county. It shows in substance, that the complainants are citizens of Missouri and the respondents aliens, the respondent corporation being organized under the laws of Great Britain, and having its principal office in London, and the other respondent being a resident of London and subject of Great Britain; that the respondent company is the owner of a large ranch (75,000 acres or more) in the north-western part of the state (Pan Handle) and of large herds of cattle thereon, numbering many thousand (numbers given) and of the value-- the cattle and other personal property-- of over $500,000; that in March, 1885, the complainants became the purchasers of the stock of the respondent corporation to the extent in value of $100,000 paying thereon and therefor the sum of $50,000 in cash, on the express condition that the complainant W. N. Ewing should be the manager of the company's ranch and the cattle and other properties thereon for a period of five years; and the, in accordance with said condition of said purchase of the stock aforesaid, the respondent company, on the fourth of March, 1885, entered into a written contract with said W. N. Ewing, said contract being as follows:

'THE CEDAR VALLEY LAND AND CATTLE COMPANY, LIMITED, 'MOORGATE STREET CHAMBERS, '30A., Moorgate Street, London, E.C.

'18--

'Memo of agreement as to Mr. Ewing's employment as the company's manager in America, as arranged at the board's meeting on the fourth of March, 1885.

'Mr. W. N. Ewing is engaged as the company's manager in America for five years from first of January, 1885, at a salary for the first year of 600 pounds; and the salary for subsequent years to be such as may be agreed on by Mr. Ewing and the board, six months' notice be given by Mr. Ewing if he desires to terminate the engagement; office and traveling expenses not included in salary. Office expenses estimated by Mr. Ewing at $25.00 per month.

'THOMAS C. WEBB, Secretary.'

-- And that thereupon the complainants Coburn & Ewing took said stock, and paid the said company the sum of $50,000; and that the complainant W. N. Ewing immediately entered upon his duties as said manager, and diligently and faithfully continued and continues to discharge the same with skill and advantage to said company; that on the seventh day of September, 1885, the respondent company, colluding and conspiring with the other respondent (Geo. D. Fisher) to wrong, cheat, and defraud complainants, and especially the complainant W. N. Ewing, issued to the complainant Ewing the following, to-wit:

'DEAR SIR: I am instructed to inform you that in consequence of the facts which have come to the knowledge of the board connected with your purchase of the Cedar Valley property from W. B. Munson, the directors have decided to cancel your appointment as manager, and that your duties will terminate at the date of the delivery of this letter to you. Mr. Fisher is authorized to take charge of all books, papers, and other property belonging to the company at present in your hands, and I am to request that you will hand them over to him accordingly.

'Yours, truly, THOMAS E. WEBB, Secretary.'

The bill alleges that all the members of the board of directors of the respondent company, and all of its officers, except complainant Ewing, are residents of Great Britain, and wholly unacquainted with the business of managing such ranch property; that complainant Ewing has thorough knowledge of and skill in conducting said business, and to remove him would work irreparable injury; that said George D. Fisher has demanded of complainant Ewing the turning over to him, said Fisher, of all of said company's property, and is claiming to be the only legally authorized agent in America that said Fisher is wholly unacquainted with the cattle business, etc.; with full statement of damage likely to result to complainants if said Ewing was compelled now to surrender the control as manager of the company's property aforesaid, and praying for an...