Eschweiler v. Stowell

• Decision Date: 16 December 1890
• Citation: 47 N.W. 361,78 Wis. 316
• Parties: ESCHWEILER v. STOWELL ET AL.
• Court: Wisconsin Supreme Court

78 Wis. 316

47 N.W. 361

ESCHWEILER

v.STOWELL ET AL.

Supreme Court of Wisconsin.

Dec. 16, 1890.

Appeal from superior court, Milwaukee county; GEO. H. NOYES, Judge.Winkler, Flanders, Smith, Bottum & Vilas, for appellants.

F. C. Esch weiler, in pro per.

COLE, C. J.

Does the complaint in this case state a cause of action? We are of the opinion that it does. The action is brought in behalf of the plaintiff and other stockholders of the defendant corporation, the Badger Silver Mining Company, organized under the laws of this state, and engaged in the business of mining and extracting silver from mineral deposits in lands owned by it in Canada. It is alleged that the corporation has a capital stock of 50,000 shares of a par value of five dollars per share; that the plaintiff owns and holds 2,180 shares of such stock, and the defendants Stowell, Robinson, Charles A. and Walter Read, and Sammond own and hold a majority in number of the shares of the capital stock, namely 32,000. The complaint states, on information and belief, that the defendant Stowell is now, and has been since May, 1887, the president of the corporation, and is a director thereof; that the defendant Robinson since December, 1887, has held, and still holds, the office of vice-president and director, and also, since April, 1888, has held the office of general manager therein; that the defendant Charles A. Read since May, 1887, has held, and still holds, the office of treasurer and director of the corporation; and the defendant Walter Read, since said last date, has held, and still holds, the office of secretary and director therein; and the defendant Sammond, since said date, has held, and still holds, the office of director; that said persons form and constitute the board of directors, and the whole thereof, of the defendant corporation. The complaint then proceeds to state and charge certain acts of fraud on the part of the defendants, and of the unlawful appropriation of the money and property of the corporation to their own use, by way of voting themselves salaries payable out of the funds of the corporation, and other fraudulent acts, and it is alleged that the purpose and design of the directors and managing officers is to so control the business of the corporation as to divert the property, profits, and proceeds of the corporation to their own profit, and personal use and benefit, to the great loss and damage of the plaintiff, as a stockholder, and of the minority stockholders; that, in consequence of these fraudulent acts and misconduct on the part of the directors and managing officers, the plaintiff has been deprived of his proper share of the profits of the corporation, and the market value of the stock held by him has been much depreciated. The complaint asks that the defendants account for the money of the corporation which they have illegally and fraudulently appropriated to their own use, and that judgment be entered against them jointly and severally for said sums, and that a receiver be appointed to take control of the affairs and the business of the corporation, and that the plaintiff have such other and further relief as may be just and equitable.

Now,...