Inter-State Grocer Company v. Taylor

• Citation: 204 S.W. 408,200 Mo.App. 205
• Parties: INTER-STATE GROCER COMPANY, Appellant, v. H. C. TAYLOR, Respondent
• Decision Date: 25 June 1918
• Court: Missouri Court of Appeals

204 S.W. 408

200 Mo.App. 205

INTER-STATE GROCER COMPANY, Appellant, v. H. C. TAYLOR, Respondent

Court of Appeals of Missouri, Springfield

June 25, 1918

Appeal from Dunklin Circuit Court.--Hon. W. S. C. Walker, Judge.

REVERSED AND REMANDED (with directions.)

W. E Edmonds and H. S. Shaw for appellant.

J. L Downing for respondent.

STURGIS P. J. Farrington and Bradley, JJ., concur.

OPINION

STURGIS, P. J.

This suit is in two counts, the first being for $ 107.26 for merchandise sold to the defendant and the second for $ 100 balance due on defendant's subscription for four shares of the capitol stock of the plaintiff corporation. There is no dispute as to the first count except that the defendant claims he owes only $ 100 for merchandise. As to the second count defendant not only denies that he is obligated to pay the unpaid balance of $ 100 on the subscription for stock but claims that plaintiff, under a contract made at the time he subscribed for the stock, owes him $ 100 under its agreement to take the stock back at any time and return the purchase money paid thereon.

The whole controversy therefore is whether the plaintiff can compel defendant to pay the balance due on the stock subscribed for by him or whether defendant can compel plaintiff to repurchase or take back such stock from him and pay him, by way of credit on the merchandise account, the amount he has already paid on such stock. The defendant had judgment in the trial court and the plaintiff appeals.

The plaintiff is a corporation formed under the laws of Illinois and located at Cairo in that State. It was organized to engage in the wholesale grocery business. Its stockholders are, for the most part at least, retail grocer merchants. The corporation was formed on the cooperative plan, each retail merchant taking and being limited to four shares of the capital stock of the par value of $ 50 each. These retail merchants are the stockholders of the company and also its chief customers. As finally arranged the corporation was organized under the present name with $ 50,000 capital stock. The defendant is a retail merchant and subscribed for four shares of the capital stock at $ 50 per share. He paid one-half or $ 100 cash thereon and the stock was issued to him and kept by him for about one year. Becoming dissatisfied he then sent to the plaintiff his certificate of stock and demanded a return of, or credit on his account for, the $ 100 paid.

The defendant's contention must fail for several reasons. In the first place his own evidence does not establish the contract for which he contends, to-wit, that the plaintiff agreed at the time he subscribed for these four shares of stock to repurchase same from him at any time he chose and pay him back the amount paid thereon. The defendant's evidence is that when the promoter of the company (whose authority in this respect is not shown) solicited him to subscribe for this stock the following occurred: "His proposition was to sell those shares at $ 50 in the company he called it, and I asked him if I bought the shares and became dissatisfied with them, how I should dispose of them . . . He said it was a very easy matter; if I became dissatisfied and wanted to dispose of it they could dispose of the stock most any time and for me to return the certificate of stock to the company and if I had paid $ 100 or $ 200 or whatever sum I might have paid I could take that out in groceries or whatever they had; but that they would sell the stock and place it to my credit; further stating that I would owe nothing and we would be square. I...