Converse v. United Shoe MaChinery Co.

• Decision Date: 01 April 1904
• Citation: 185 Mass. 422,70 N.E. 444
• Parties: CONVERSE v. UNITED SHOE MACHINERY CO. et al.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

185 Mass. 422

70 N.E. 444

CONVERSE v. UNITED SHOE MACHINERY CO. et al.

Supreme Judicial Court of Massachusetts, Suffolk.

April 1, 1904

COUNSEL

Whipple, Sears &amp Ogden, for plaintiff.

C. A Hight, for defendants.

OPINION

KNOWLTON, C.J.

This is an action at law brought against the defendant corporation and the three other defendants, who were sued personally, for conspiring to injure and ruin another corporation, the Guddu Sons Metal Fastening Company, in which the plaintiff is a stockholder. The averments of the declaration are, in substance, that the three personal defendants 'conceived a plan of acquiring, by purchase or otherwise, the control of said Guddu Sons Metal Fastening Company, and of absorbing its rights, patents, and other property into the said United Shoe Machinery Company, of which they were officers and directors,' and that afterwards, combining and conspiring with the defendant corporation to injure the property of the other corporation, they acquired a majority of the stock of this other corporation, and elected themselves directors and officers thereof, and, as such officers and directors, were guilty of various misfeasances in the control and management of the corporation, greatly to the injury and damage thereof and of the plaintiff's share and interest therein. Each of the defendants demurred to the declaration, and the case is before us on the plaintiff's appeal from a judgment for the defendant, founded on an order sustaining the demurrer. Numerous grounds of demurrer are stated, several of which we need not consider.

The defendants contend that the declaration is vague and indefinite, and that it does not set forth with sufficient certainty the cause of action relied on. We will not stop to consider this part of the demurrer, for, if it is overruled there are other particulars in which the case stated fails to show a ground of recovery. All the wrongs done or intended set out in the declaration, are wrongs against the corporation in which the plaintiff is a stockholder, and, except through the corporation, they have no relation to the plaintiff. She was not affected by the defendants' conduct, except as every other stockholder was affected. Against her as an individual there was no conspiracy, and against her as an individual no wrong was done directly. There is no direct legal privity between her, individually or as a stockholder, and these defendants. She has an...