Farmers' Co-Op. Packing Co. of La Crosse v. Boyd
| Decision Date | 15 November 1921 |
| Citation | 175 Wis. 544,185 N.W. 234 |
| Parties | FARMERS' CO-OP. PACKING CO. OF LA CROSSE v. BOYD ET AL. |
| Court | Wisconsin Supreme Court |
OPINION TEXT STARTS HERE
Appeal from Circuit Court, La Crosse County; E. C. Higbee, Judge.
Action by Farmers' Co-operative Packing Company of La Crosse, against Andrew Boyd and others. From judgment for plaintiff, defendants appeal. Reversed and remanded, with directions to dismiss complaint.
Action to recover damages sustained by plaintiff by reason of its purchase of the Langdon-Boyd Packing Company's plant situated at La Crosse, Wis., at an exorbitant price, being induced thereto by an alleged fraudulent conspiracy on the part of the defendants. The defendants named in the complaint were Andrew Boyd, Isabella Boyd, Langdon-Boyd Packing Company, a corporation, George W. Burton, Frank B. Hixon, Joseph B. Funke, Carl F. Michel, Henry Gund, F. A. S. Price, Ira M. Chryst, R. A. Hall, and the National Bank of La Crosse, a corporation.
The defendants Andrew Boyd, Langdon-Boyd Packing Company, F. A. S. Price, and R. A. Hall were not served and made no appearance.
The jury by a special verdict found that: (1) The defendants Isabella Boyd, George W. Burton, Frank P. Hixon, J. B. Funke, Carl F. Michel, Andrew Boyd, Ira M. Chryst, F. A. S. Price, R. A. Hall, and the National Bank of La Crosse joined and co-operated with Andrew Boyd in a conspiracy to promote the organization of the plaintiff Farmers' Co-operative Packing Company with the purpose and intent to cause the Langdon-Boyd Company to be sold to said plaintiff corporation when formed, at the price and in accordance with the terms of the proposition dated April 14, 1913, described as Exhibit 10 in this case; that they by means of false representations, concealments, or deceits with respect to the value of the assets of the business prosperity and good will of the Langdon-Boyd Packing Company or the persons interested in such proposition, induced the purchase and acquirement of said plant and property by the plaintiff corporation; (2) the fair market value of the buildings, machinery, and real estate of the Langdon-Boyd Packing Company acquired by the plaintiff corporation on the 13th day of June, 1914, was $57,200; and (3) the amount paid out of the corporate treasury of the plaintiff corporation as commission for the sale of its stock under the contract made between Andrew Boyd and F. A. S. Price was $34,497.94.
It appeared that the purchase price of the Langdon-Boyd Packing Plant exclusive of stock and accounts receivable was $122,914.36, and the court rendered judgment for plaintiff for the difference between such purchase price and the market value of the plant as found by the jury, plus the $34,497.94 paid as a commission to Mr. Price, in all for the sum of $101,129.95 damages and costs.
From such judgment the defendants Isabella Boyd, George W. Burton, Frank P. Hixon, J. B. Funke, C. F. Michel, Ira M. Chryst, and the National Bank of La Crosse appealed.
The defendant Henry Gund was found not to have participated in the conspiracy. The defendant Burton was president of the National Bank of La Crosse, and the defendants Hixon, Funke, and Michel were directors thereof. Burton and the Bank owned preferred stock in the Langdon-Boyd Packing Company, hereinafter called the packing company. It was organized in 1907 with a capital stock of $100,000 common and $50,000 preferred, all of the par value of $100 per share. Only about $34,000 of the preferred stock was issued. The common stock was issued as follows: Andrew Boyd, 600 shares; Ann Langdon, 700 shares; John E. Langdon, 100 shares; Isabella Boyd, 100 shares. The stock was issued in consideration of the conveyance to the corporation of the assets of the Langdon-Boyd Company partnership which had theretofore existed, and which were valued at the sum of $100,000. The packing company continued to operate from its creation till the sale to plaintiff on June 13, 1914. It was a heavy borrower from the bank, its indebtedness ranging from $26,000 in 1907 to about $55,000 in March, 1914, but it was always granted the line of credit it required. Annual statements of assets and liabilities were rendered to the bank, and they always showed a surplus on hand, though there was a net loss in 1911 of $635.68. The assets of the company exclusive of treasury stock ranged from $163,819.19 in 1907 to $207,728.95 in 1912, according to such statements. There is evidence tending to show that the financial condition of the packing company was considerably less favorable. It is a fair inference from all the evidence that the years mentioned had not been prosperous ones for the plant.
In 1902 the American Society of Equity was incorporated under the laws of the state of Indiana with, among other objects, that of promoting the formation of co-operative trading companies to be organized for the purpose of distributing farm products and the necessities of life. As a corporation it could not operate a trading company or plant, and this became known to Boyd before the sale was made. It had a branch in this state known as the Wisconsin Union of the American Society of Equity. It was not a separate corporation, but was chartered by the American Society of Equity, and had the same objects as the latter. In 1913-14 it had from 10,000 to 15,000 members, and its affairs were managed by an executive board, consisting of the president, vice president, and a board of directors. Its president was D. O. Mahoney, vice president, J. H. Carnahan, secretary, M. Wesley Tubbs, and its board of directors were J. H. Carnahan, W. M. Rowe, and C. E. Hanson. During the same time Ira M. J. Chryst, of St. Croix county, was president of the American Society of Equity.
J. H. Carnahan was also state organizer of the Wisconsin Union, and chairman of its Packing Plant Committee and of the same committee of the American Society of Equity. He had been chairman of the Wisconsin Union since 1908. In 1909 that committee visited and inspected the Abattoir Packing Plant of La Crosse, and also inspected the packing company plant, and spoke with Andrew Boyd about the future of co-operative packing plants. Boyd expressed himself as skeptical in the matter.
In 1912 Carnahan again visited the packing company plant, and as a result of a conference with Boyd the latter stated that he might consider a proposition to sell his plant to the Society of Equity, and he was invited to appear before the executive board of the Wisconsin Union to be held at Madison in March, 1913. Boyd attended the meeting and made an oral offer to sell the packing company plant, whereupon the board took the following action:
Thereafter the committee thus appointed visited the packing company, and, with the exception of Mahoney, spent a whole day examining the plant. After such examination Boyd was requested to submit a proposition for the sale of the plant in writing, which he did under date of April 14, 1913, as follows (being Exhibit 10):
“A. H. Christman, Menomonie Falls, Wisconsin--Dear Sir: After giving careful consideration to the question of selling our plant and business to the Wisconsin Society of Equity, and talking same over with the other common stockholders, I have decided it would probably be to the mutual advantage of myself and your company to do so. The possibilities in the increased business here and of starting other plants when this one shows the advantage of such an arrangement, is the incentive for this decision. We will sell and transfer the property of our company under the following conditions:
Real estate, which includes the ground upon which the plant is now situated, the lots across the street and opposite the plant and one lot in the resident part of the city, for $30,200.00; all machinery and plant at the book value of $97,771.37 less depreciation, $5,057.01, $92,714.36; live stock, stock in trade, merchandise, horses, wagons, tools and implements to be fixed by inventory at the time of the transfer, book accounts at face value, the same to be guaranteed by common stockholders of the Langdon-Boyd Packing Company. The good will of our company I consider of value, as if you wish to start a new company it would take an investment of about a year to get the plant built and in operation and another year or more to perfect a cure, get trade established and a reputation on your goods, which would mean a loss of interest on the amount invested, for two years at least, and this would amount to $25,000 or $30,000. Our plant is a going concern, and the day after transfer is made, will be making money on the investment.
I will state in this connection that it is mutually agreed by the common stockholders of the present company that if this inventory and transfer should more than equal the par value of the common and preferred stock, together with the indebtedness outstanding at the time of the transfer, that they would agree to accept such par value and indebtedness in full payment.
I would suggest that a meeting of your executive board be called at once in Madison, and I will come to such meeting and if all is agreeable, to start immediate active arrangements for incorporating the new company and placing stock.
Kindly let me hear from you at once in regard to this, as after making this decision, I am anxious to see the new company in active operation.
+---------------------------+
¦Yours...To continue reading
Request your trial
-
School Dist. of Wisconsin Rapids v. Flad & Associates of Madison, Inc.
...used where the parties and the court mistakenly fail to submit a material issue to the jury. Farmers Co-operative P. Co. v. Boyd, 175 Wis. 544, 556, 185 N.W. 234, 238 (1922). It may also be invoked, however, where the jury's answer to an ambiguous question does not resolve a material issue.......
-
Cary Mfg. Co. Cary Mfg. v. Pommer (In re Acme Brass & Metal Works)
...91 Wis. 182, 64 N.W. 863;Bostwick v. Mutual Life Ins. Co., 116 Wis. 392, 89 N.W. 538, 92 N.W. 246, 67 L.R.A. 705;Farmers' Co-op. Packing Co. v. Boyd, 175 Wis. 544, 185 N.W. 234;Plantikow v. Wolk, 190 Wis. 218, 208 N.W. 922;Jesse v. Tinkham, 207 Wis. 49, 239 N.W. 455. Mr. Cary was also a bus......
-
Heal v. Stoll
...or basis for the recovery permitted herein than those held to be insufficient for such recovery in Farmers' Co-operative Packing Co. v. Boyd et al., 185 N. W. 234, decided herewith. Furthermore, the overwhelming weight of the testimony was to the effect that at the time of the purchase by h......
-
Modl v. National Farmers Union Property & Cas. Co.
...only one proper conclusion thereon can be reached by reasonable men we may determine it. Farmers' Co-operative Packing Co., of La Crosse v. Boyd, 1922, 175 Wis. 544, 185 N.W. 234. While the parties were at the Idle Hour tavern in Watertown and after Mrs. Frederick left with the Frederick ca......