Hancock v. Holbrook

Decision Date09 January 1888
Docket Number9891
Citation3 So. 351,40 La.Ann. 53
CourtLouisiana Supreme Court
PartiesEDWARD C. HANCOCK v. ELIZA JANE HOLBROOK ET AL

3 So. 351

40 La.Ann. 53

EDWARD C. HANCOCK
v.
ELIZA JANE HOLBROOK ET AL

No. 9891

Supreme Court of Louisiana

January 9, 1888


APPEAL from the Civil District Court for the Parish of Orleans; Tissot, J.

Rouse & Grant, for Plaintiff and Appellant.

Thomas J. Semmes and Robert Mott, for Defendants and Appellees.

OPINION

FENNER, J. [3 So. 352]

[40 La.Ann. 55] In 1873 there existed in this city a newspaper association known as the New Orleans Herald Company, the parties mainly interested in which were H. C. Warmoth, Edward C. Hancock and Alexander Walker. They had been, for a short time, publishing an evening paper called the New Orleans Herald, which was not pecuniarily profitable, and, according to our appreciation of the weight of evidence, the company was insolvent.

The New Orleans Picayune newspaper, which in 1872 had been purchased by an association of citizens who had organized themselves into a corporation known as The New Orleans Printing and Publishing [40 La.Ann. 56] Company, had likewise proved a losing venture, and in the fall of 1873 had been seized by judgment creditors and was advertised for judicial sale on twelve months' bond.

A scheme was then formed between the parties interested in the Herald Company to purchase the Picayune establishment and to consolidate it with the Herald, and to make the joint enterprise a success by placing its management under the control of an experienced and able newspaper director, A. M. Holbrook, who had been connected with the Picayune in its palmy days, and had conducted it profitably.

This scheme, formed in advance, embraced ab initio, as we find from the evidence, all the substantial features of the proceedings which subsequently took place.

The Herald Company had neither the means nor the credit to make the purchase, but Warmoth had both and was willing to use them.

Accordingly, at the sale on December 16, 1873, the Picayune establishment was adjudicated to the Herald Company, which gave its twelve-months bond, signed by Joseph Hernandez, as surety, who signed the same at the solicitation and under the personal guaranty of Warmoth.

Immediately thereafter the Herald Company executed an act of transfer of the property to A. M. Holbrook, upon the consideration of the latter's assuming to pay the twelve-months' bond at maturity, as security for which assumption he also furnished certain collateral securities.

Contemporaneously, a new corporation was formed styled the New Orleans Printing Company, having a nominal capital of $ 30,000, divided into one hundred and twenty shares, of which sixty-five shares were allotted to [3 So. 353] Holbrook, and the rest were distributed amongst the shareholders in the Herald Company in the proportions of the stock held by them respectively in the latter company. In this new corporation, thus organized, Holbrook conveyed the Picayune establishment on a consideration of $ 30,000, acknowledged to have been received by him, but for which he really received nothing except the sixty-five shares of stock assigned to him.

The charter itself constituted as the first Board of Directors A. M. Holbrook, E. C. Hancock, Alex. Walker, R. W. Holbrook and P. St. Amand, the two latter being, to the knowledge and with the consent of all parties, mere representatives of A. M. Holbrook, under an assignment to them of one share each of the latter's stock, the object being to secure to Holbrook control of the management.

The charter contained the following express provision: "The [40 La.Ann. 57] Board of Directors shall adopt such By-Laws as may be necessary to manage the company and appoint such officers and clerks as may be required."

In execution of this power the Board of Directors, at its first meeting, adopted by-laws which Hancock claimed were in violation of an alleged verbal understanding or agreement that he and Walker were to retain the editorial control of the paper. In the conflict of the evidence as to this agreement the charter, which contains the final stipulations between the parties, must prevail.

After this first meeting Hancock, without resigning his directorship, entirely withdrew his services, and never attended any other meeting of the directors or took any concern in the conduct of the paper.

If the paper did not succeed, Hancock, who thus ignored his duties as a director and withdrew his editorial services and support, is certainly...

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18 cases
  • Durlacher v. Frazer
    • United States
    • United States State Supreme Court of Wyoming
    • 17 Diciembre 1898
  • Eberhardt v. The Christiana Window Glass Company
    • United States
    • Court of Chancery of Delaware
    • 23 Noviembre 1911
    ...... transaction, by showing that it was proper, fair, made in. good faith and for an adequate consideration. Hancock v. Holbbrook, et al., 3 So. Rep. 351; 3 Thomp. on Corp. § 4059; Skinner v. Smith, et al., 134 N.Y. 240;. Pneumatic Gas Co. v. Be ry, et al., ... being upon the director so purchasing, in order to retain the. bargain and the profits thereof. Hancock v. Holbrook, et. al. , 40 La. Ann. 53, 3 So. 351; Skinner v. Smith, et. al. , 134 N.Y. 240, 31 N.E. 911; Pneumatic Gas Co. v. Berry, et al. , 113 U.S. 322, ......
  • Bassett v. Pamlico Cooperage Co.
    • United States
    • United States State Supreme Court of North Carolina
    • 5 Noviembre 1924
    ......Bank v. Hollingsworth, 143 N.C. 520, 55 S.E. 809; Bank v. Cotton Mills, 115 N.C. 507, 20 S.E. 765; Hancock v. Holbrook, 40 La. Ann. 53, 3 So. 351; 14 Corpus Juris, §. 3069. . .          With. regard to the disposition of the purchase price, ......
  • Bloxham v. Florida Cent. & P.R. Co.
    • United States
    • United States State Supreme Court of Florida
    • 19 Marzo 1895
    ...... liability for an indebtedness contracted by the association. which afterwards became a corporation. The case of. Hancock [35 Fla. 725] v. Holbrook, 40 La. Ann. 53, 3 So. 351, was a case where the stockholders of a. corporation, through the medium of an individual ......
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