Cozart v. Herndon

• Decision Date: 20 March 1894
• Citation: 114 N.C. 252,19 S.E. 158
• Court: North Carolina Supreme Court
• Parties: COZART et al. v. HERNDON et al.

19 S.E. 158

114 N.C. 252

COZART et al.

v.HERNDON et al.

Supreme Court of North Carolina.

March 20, 1894.

Corporations—Liability as Stockholder—Contract to Buy Stock—Evidence.

A corporation wrote to defendant, offering to buy land for a certain amount of its stock, and defendant replied, offering to sell for a larger amount, and reserving certain rights in the land, and the directors voted to accept his proposition, and directed the treasurer to deliver the stock on receipt of a deed, but the acceptance was not communicated to defendant, wh» withdrew his proposition. Eeld, that defendant was not a stockholder.

Appeal from superior court, Granville county; Henry R. Bryan, Judge.

Action by B. H. Cozart and others against H. C. Herndon and others. Judgment for defendant H. C. Herndon. Plaintiffs appeal. Affirmed.

T. T. Hicks, for appellants.

Edwards & Royster and Batchelor & Devereux, for appellees.

SHEPHERD, C. J. The general purpose of this action is stated In the opinion in this case when it was before us on a former occasion (113 N. C. 294, 18 S. E. 337), but in the present appeal the only question Involved is whether the defendant H C. Herndon was a stockholder in the codefendant company. His honor instructed the jury that there wasno sufficient evidence to establish such a relationship, and it is the correctness of this ruling which is alone presented for review. No stock was Issued to the said Herndon, nor does It appear that his name ever appeared upon the books of the company, nor that he ever held himself out, nor was with his knowledge held out, as a stockholder. Thomp. Stockh. § 174. The secretary, treasurer, and the said Herndon testified that the latter was not a stockholder, and It cannot seriously be insisted that the mere suggestion of Herndon to James T. Cozart that he and his brother and brother-in-law ought to take stock In the company was In Itself sufficient evidence to sustain the contention of the plaintiffs. The case therefore must be determined upon the effect of the correspondence between the company and the said Herndon. On the 15th of June, 1891, the company, through its president, addressed a letter to Herndon, which contains the following language: "We have considered the question as to the purchase of your fifty (50) acres, and, while we think $300 an acre rather high In view of the fact that under the arrangements suggested In the first of this letter we have only placed a value of $200 per acre on the vacant Cozart property, yet we have decided to take the place for fifteen thousand dollars of the stock of the company, feeling that our joint interest will be promoted by concert of action. As several of our directors are from a distance, we shall be glad to have a response from this at once." On the same day Herndon replied as follows: "As to my land adjoining the Philpott property, I think...