H.C. Girard Co. v. Lamoureux

• Decision Date: 26 May 1917
• Citation: 227 Mass. 277,116 N.E. 572
• Parties: H. C. GIRARD CO. v. LAMOUREUX et al.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

227 Mass. 277

116 N.E. 572

H. C. GIRARD CO.

v.LAMOUREUX et al.

Supreme Judicial Court of Massachusetts, Middlesex.

May 26, 1917.

Case Reserved from Superior Court, Middlesex County; Frederick Lawton, Judge.

Suit by the H. C. Girard Company against Frederick A. Lamoureux and others to restrain defendants from interfering with certain premises occupied by plaintiff, a lease of which had been secured by defendant Lamoureux, through his wife. The superior court made a finding of facts and reserved and reported the case to the Supreme Judicial Court. Decree ordered for plaintiff as stated in the opinion.

Albert S. Howard and Albert J. Blazon, both of Lowell, for plaintiff.

John J. Higgins, of Boston, and A. O. Hamel, of Lowell, for defendants Lamoureux.

CROSBY, J.

This case is before us upon a reservation and report made by a judge of the superior court upon the pleadings and agreed statement of facts, and certain findings of fact made by him.

The plaintiff is a corporation engaged in the business of buying and selling hardware and paints at stores numbered 442 and 444 on Merrimack street in Lowell, in this commonwealth. It was incorporated on April 1, 1906, the business before that date having been carried on by a partnership. For several years before the formation of the corporation and ever since the business has been conducted at the above-named stores. At the date of the bringing of this suit the plaintiff occupied the stores as a tenant at will of the defendant Osgood.

The defendant Frederick A. Lamoureux was elected a director of the company and also was elected as its president and treasurer on or about April 1, 1906, and also acted as manager of the company. He continued to hold those offices from year to year until at least October 4, 1916. On the last-named date a meeting of the directors was held and votes were passed which purported to remove him from the offices of president and treasurer and to elect one Dozois to such offices for the unexpired term.

We do not deem it necessary to determine whether the meeting of the directors above referred to, or the action then taken, was valid, because it is found that no action was taken at this meeting, or at any other, to remove Lamoureux from his office as a director.

On the day following the meeting of the directors held on October 4, 1916, the defendant Frederick A. Lamoureux procured from the defendant Osgood the owner of the premises numbered 442 and 444 on Merrimack street a written lease thereof to the defendant Jennie L. Lamoureux for the term of one year from October 5, 1916. On the same date she notified the plaintiff that she held the lease and notified it to vacate the premises without delay. It is found by the trial judge that the plaintiff before October 5, 1916, had built up a valuable good will in connection with the stores in the location in question by its ten years occupancy of them, and that ‘the location had a peculiar value being on the main street of the city of Lowell and about midway between two other stores of a similar business and at a fair distance from each.’

The judge also found that the fact that the plaintiff and its predecessors had always occupied the premises as a tenant at will, was learned by Mr. Lamoureux by reason of his employment and before October 5, 1916; that he ‘procured the lease in question in the name of his wife * * * for the purpose of acquiring the good will attached to the stores and of obtaining the same for his own benefit and that of his wife’; that ‘both Jennie L. Lamoureux and George N. Osgood knew that the stores were of a peculiar value to the plaintiff for...