Handy v. Miner

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

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.

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.

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 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 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 common stock of the W. H. Miner ChocolateCompany, 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 certificate for fifteen hundred (1500) shares of the common stock owned by Mr. Miner and presented for transfer in September, 1917, by reason of which seven hundred sixty-four (764) shares pledged. by Mr. Miner were sold at a loss.

‘Fourth. A claim for damages for the conversion of four hundred sixty (460) shares of common stock owned by Mr. Miner.

‘Fifth. A claim for the conversion of seventy-two (72) shares of the common stock of W. H. Miner Chocolate Company, which was pledged with the note given by Mr. Miner to D. Schroeter.

‘Sixth. A claim for damages for slanderous statements alleged to have been made by Mr. Handy in regard to Mr. Miner.’

The case was referred to a master to find the facts and make report. Upon the coming in of the report, by an interlocutory decree the court overruled the exceptions duly taken by the defendants, and confirmed the report. No appeal from the interlocutory decree was taken by plaintiff or defendants. The defendants excepted to the denial by the court of thirteen requests for rulings of law. No bill of exceptions was filed by the defendants or allowed by the court. A final decree was entered in the following form:

‘This case came on to be heard at the April, 1922, sitting and was argued by counsel, and thereupon, the special master's report having been confirmed, and upon consideration thereof, the parties having stipulated that this bill may be considered as in the nature of a cross bill to the bill of complaint filed by said Handy against Miner et al., No. 13578, and the parties having further stipulated that all issues in said suits may be determined as in one action, and it appearing by a decree of the court entered since the master's report was filed, that the legal name of the defendant corporation has been changed to the Handy Chocolate Company, it is ordered, adjudged and decreed:

‘1. That the defendants pay to the plaintiff Miner the sum of twenty-one thousand three hundred and ninety-two dollars, with interest from November 1, 1917, amounting in all at the date of the entry of this decree to twenty-seven thousand three hundred and twenty-eight dollars and ninety-seven cents, being the damage sustained by plaintiff Miner as a result of the refusal of defendants Handy and the W. H. Miner Chocolate Company (now the Handy Chocolate Company) to transfer certificate No. 30 for fifteen hundred shares of the common stock of the W. H. Miner Chocolate Company (now the Handy Chocolate Company) as found by the special master, and that execution issue therefor.

‘2. That defendant Handy return to W. H. Miner Chocolate Company (now the Handy Chocolate Company) three hundred and ninety-five shares of the common stock of said corporation, converted by him November 5, 1917, out of certificate No. 30 for fifteen hundred shares, and fifteen shares of the said common stock, converted by him May 11, 1918, out of said certificate No. 30 together with seventy-two of the said common shares given by plaintiff Miner as collateral to one Schroeter, December 15, 1917, and converted by Handy, as found by the...