Handy v. Miner

• Court: United States State Supreme Judicial Court of Massachusetts
• Citation: 154 N.E. 557,258 Mass. 53
• Parties: HANDY v. MINER et al. MINER v. HANDY et al.
• Decision Date: 23 December 1926

258 Mass. 53
154 N.E. 557

HANDY
v.
MINER et al.
MINER
v.
HANDY et al.

Supreme Judicial Court of Massachusetts, Hampden.

Dec. 23, 1926.

Appeal from Superior Court, Hampden County; George A. Sanderson, Judge.

Action by Herbert L. Handy against William H. Miner and others, and an action by William H. Miner against Herbert L. Handy and others, considered together pursuant to stipulation that latter action might be considered a cross-bill in the former. From the decree rendered, all parties appeal. Decrees in each suit reversed and remanded, with directions.

[258 Mass. 55]J. B. Ely and F. M. Kingsbury, both of Springfield, for Handy.

E. W. Carman, of Springfield, and W. J. Bartnett, of New York City, for Miner and others.

Clinton E. Bell, amicus curiae.

[154 N.E. 558]

PIERCE, J.

On March 28, 1919, by a stipulation filed in court, the parties to the above entitled actions or suits agreed that the bill of complaint entitled William H. Miner v. Herbert L. Handy et al., should be considered ‘as a separate cross bill’ in the bill of complaint of Herbert L. Handy v. William H. Miner et al., and ‘that all the issues therein may be determined as in one action.’ Since the master's report was filed, the legal name of the defendant W. H. Miner Chocolate Company has been changed to the ‘Handy Chocolate Company.’

The suit of Handy v. Miner is a bill to reach and apply certain shares of stock of the defendant W. H. Miner Chocolate Company alleged to stand on the books of said company in the name of the defendant William H. Miner. The bill seeks recovery upon ten promissory notes alleged to have been issued by said Miner, some of them payable directly to the plaintiff, Herbert L. Handy, and some which, indorsed by Handy, he had been obliged to pay as indorser.

The master found the defendant Miner owed the plaintiff on eight notes $10,550, and the further sum of $2,739.28 as interest, computed from the dates respectively of several notes to the filing of his report on March 28, 1921. He [258 Mass. 56]found in favor of Miner on the note described as ‘the note for sixty-two hundred fifty dollars ($6,250.00) dated July 26, 1917,’ and on the note described as ‘the claim on notes or for money paid, for four thousand three hundred forty-seven dollars and forty-two cents.’ The master further found that Miner owed Handy $500 on a note dated January 24, 1918, payable sixty days after date to one Frank G. Aldon, which was indorsed by Aldon to Handy ‘for no consideration’; that Miner owed Handy $2,000 on a note Miner gave one Schroeter, payable February 1, 1918, which was purchased by Handy for $1,000 and the sale ‘included seventy-two shares of the common stock of the W. H. Miner Chocolate Company.’ The further finding of the master that the plaintiff Handy ‘will owe to Mr. Miner the sum of six thousand two hundred fifty dollars ($6,250.00) when the same shall be received from dividends on the five hundred shares (500) of stock sold by Mr. Miner to Mr. Handy’ is now inoperative by reason of the stipulated fact that ‘the said W. H. Miner Chocolate Company, now called Handy Chocolate Company, has sustained heavy operating loses each year for several years past, has paid no dividends during such period, has ceased to do business and is now in process of liquidation, all of its assets having been sold, * * * is insolvent and the shares of the capital stock of said corporation are now worthless.’

The numerous exceptions of the plaintiff, duly filed, were overruled, and the report of the master was confirmed by an interlocutory decree, from which no appeal has been taken. The defendant Miner took no objection to the master's report, appealing to this court from the final decree filed June 28, 1922. Referring to this appeal of the defendant, the plaintiffs in their brief say:

‘We are not particularly interested to change the decree because the defendant Miner is financially worthless, except for such sums as he may succeed in recovering against Handy.’

We treat this statement as a waiver of any right to contest the terms of the final decree.

[1] In support of his appeal, Miner contends mainly that Handy should not be allowed to recover more than he paid [258 Mass. 57]for the note given January 10, 1917, to H. D. Foss & Co., Inc.; that he should not be allowed to recover more than he paid for the note given Frank G. Aldon, dated January 24, 1918; and that he should not be allowed to recover more than the amount he paid for the note given D. Schroeter, dated December 15, 1917. No question is made but that the above described notes were made and delivered by Miner to the order of H. D. Foss & Co., Inc., to the order of Frank G. Aldon, and to the order of D. Schroeter, on the respective days written thereon. No question is raised to the effect that as between Miner and the payee of each note Miner had any defense thereto at law or in equity; nor is it denied that the payee in each note indorsed that note to ‘H. L. Handy.’

[2][3][4][5] There is nothing in these contentions. The indorsee of a note is in no worse position than the payee of that note, and the maker cannot attack the transfer of the instrument on the ground of undue influence exercised upon the indorser (Carrier v. Sears, 4 Allen, 336, 81 Am. Dec. 707), nor for want of consideration for the transfer (Gould v. Leavitt, 92 Maine, 416, 420, 43 A. 17). For a stronger reason it is obvious that proof that the indorsee in bringing an action on the valid note had a motive to ‘harrow,’ ‘annoy’ and ‘destroy’ the make of the note is not a defense to that note which the maker can assert at law or in equity. As regards the collection of these notes, there was no fiduciary relation between Miner, the maker, and Handy, the indorsee, as Miner contends. The decree, however, should be modified so as to include interest from the due date of the several amounts found owing the plaintiff Handy until the time of the final decree.

The suit entitled William H. Miner v. Herbert L. Handy et al. is an action brought subsequent to the suit of Herbert L. Handy v. William H. Miner et al., above considered, and the questions for decision raised therein are accurately summarized by the master as follows:

‘First. The situation arising out of an agreement made between Mr. Miner and Mr. Handy on March 20, 1914, relating to the sale by Mr. Miner to Mr. Handy of five hundred shares of

[154 N.E. 559]

common stock of the W. H. Miner Chocolate[258 Mass. 58]Company, which transaction was modified, as alleged by Mr. Miner, by an agreement made by and between the parties on October 19, 1914, relating to the sale and purchase of an additional five hundred (500) shares of the same stock.

‘Second. A claim for damages for eight hundred forty (840) shares of the common stock of the W. H. Miner Chocolate Company alleged to have been delivered in June, 1916, Mr. Miner to Handy under threat and duress.

‘Third. A claim for damages for refusal and failure to transfer stock out of a...