Groub v. Blish

• Decision Date: 19 November 1926
• Docket Number: No. 12102.,12102.
• Citation: 88 Ind.App. 309,153 N.E. 895
• Parties: GROUB v. BLISH et al.
• Court: Indiana Appellate Court

88 Ind.App. 309

153 N.E. 895

GROUB

v.BLISH et al.

No. 12102.

Appellate Court of Indiana, in Banc.

Nov. 19, 1926.

Appeal from Jackson Circuit Court.

Dissenting opinion.

For majority opinion see 152 N. E. 609.

ENLOE, C. J.

I find myself unable to concur in the majority opinion herein. The contract involved in this case, the leading features of which are set forth in the principal opinion herein, simply presents to my mind a situation where certain named stockholders of a corporation turn over to certain named persons, two of whom are also stockholders in said corporation, their certificates of stock, under an agreement with such bailees that they, the said bailees, who in said contract are called “depositaries,” shall have full control and management, for a specified time, of the affairs of said corporation, and for their services in that behalf should receive, out of the net earnings of the corporation, each the sum of $500 annually;the said bailees-agents, for such they were-agreeing that out of the net earnings of said corporation they would pay to each of said bailors so depositing their stock with them a certain specified rate of dividend on their said stock out of the net earnings of said company. The agreement also provided that the bailees should give to each bailor a certificate, designated class “A,” representing the face value of stock deposited, and should also issue certain certificates designated as class “B,” representing 3 1/3 times the face value of such stock, which last certificates were to be the property of the said two bailees who were stockholders in said company. The agreement also provides for the creation, out of the surplus earnings of said corporation, of a redemption fund, out of which, at the end of the period named in said contract (1926), said stock so deposited is to be redeemed, or rather the class A certificates issued in lieu thereof were to be redeemed and canceled, and that thereafter the said two bailees who are stockholders shall be the sole owners of all the stock so deposited.

The writer of this opinion has read said contract, and re-read it, but has been entirely unable to find anything therein obligating these said “depositaries,” as they are called, to pay any money whatever, or to assume any liability under said contract, personal to themselves. The money earned by said corporation, after the payment of expenses of operation, was, in reality-so far as these bailees are concerned-the money...