Guernsey v. Cook

• Decision Date: 14 May 1875
• Citation: 117 Mass. 548
• Parties: George A. Guernsey v. James P. Cook
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

117 Mass. 548

George A. Guernsey v. James P. Cook

Supreme Court of Massachusetts

May 14, 1875

Suffolk. Contract upon the following agreement:

"Boston 20th January, 1872. Understanding had with Mr. George A Guernsey, as between himself and Mr. J. P. Cook, president and representing the India Company, Salem, Massachusetts.

"Mr Guernsey is to give his whole time and best efforts to the care and promotion of the interests of the India Company.

"Mr Guernsey's salary as treasurer shall be $ 3500 per annum.

"Mr. Guernsey purchases 100 (one hundred) shares 'India' stock at par; this stock, as also Mr. Beebe's, to be placed in hands or control of Mr. Cook. If any sale of stock shall be made, it shall be shared pro rata by Messrs. Cook, Beebe & Guernsey, in proportion as they are owners.

"Should it be desirable for any reason to dispense with Mr. Guernsey's services as treasurer, this shall be done on giving Mr. Guernsey thirty days' notice, and repaying him the amount of his stock at par, and interest at seven per cent. from the time he paid for it, when it shall be reconveyed to Messrs. Cook & Beebe.

"In any proposed sale of stock, it shall first be offered to the three parties herein named, and in Mr. Guernsey's case at par and interest. J. P. Cook. George A. Guernsey."

The first count of the declaration alleged the purchase by the plaintiff, in pursuance of the agreement, of one hundred shares of the said stock and the payment of $ 10,000 therefor, and the delivery by the plaintiff to the defendant of one hundred shares of the stock to be held by the defendant for the purpose mentioned in the agreement; that on February 1, 1872, the plaintiff entered into the employment of the India Company and gave his whole time and best efforts to the care and promotion of its interests, until his services as treasurer were dispensed with by the stockholders of the company on March 1, 1873, and another chosen in his place; that the plaintiff thereupon tendered to the defendant and to Beebe to reconvey to them the said stock purchased by the plaintiff, and demanded of them repayment of the said $ 10,000 and interest thereon at seven per cent., which was refused. The second count alleged that after the said purchase of one hundred shares by the plaintiff, the defendant had four hundred and fifty-five shares of the stock and Beebe four hundred and fifty shares, of which stock the defendant was in possession according to the agreement; that on October 2, 1872, the defendant sold the stock belonging to himself, the plaintiff and Beebe, amounting to nine hundred shares, without making any offer thereof to the plaintiff, at par and interest, and received therefor the sum of $ 90,000, of which the plaintiff was entitled to his proportionate share, to wit, nine thousand dollars and interest thereon, which the plaintiff demanded of the defendant.

At the trial in this court before Endicott, J., the plaintiff offered evidence tending to show that at the time of signing the said agreement, James M. Beebe owned 500 shares of the capital stock of the India Manufacturing Company, and the defendant owned 505 shares, the whole capital stock of the company consisting of 2000 shares; and that the 100 shares of stock referred to in the agreement were the property of Beebe and the defendant; and that the plaintiff gave to the defendant $ 10,000 for the said stock; and the defendant and Beebe received the money...