Kent v. Costin
| Citation | 153 N.W. 874,130 Minn. 450 |
| Decision Date | 23 July 1915 |
| Docket Number | 19,251 - (168) |
| Parties | FRANK A. KENT v. JOHN COSTIN, JR |
| Court | Minnesota Supreme Court |
Action in the district court for St. Louis county to restrain defendant Costin from selling certain shares of stock of the Chandler Mining Co. and for an accounting in connection therewith. The case was tried before Hughes, J., who made findings and ordered judgment in favor of plaintiff for $14,583.34. Defendant Costin's motion for amended findings was denied. From the judgment entered pursuant to the order for judgment, defendant Costin appealed. Modified.
Refusal to make additional findings.
1. The refusal of the trial court to make additional findings will not be reversed, unless the evidence is conclusive in favor of such proposed findings; nor where the proposed finding is in conflict with those already made. Held that the findings of the court are sustained by the evidence and that there was no error in the denial by the court of the motion for new or additional findings.
Joint adventure -- statute of frauds.
2. The original agreement between plaintiff and defendants to procure an option to further develop the mine and subsequently, to form a corporation and issue stock, to be equally divided among them, was not in writing, but the transaction amounted to a joint adventure or partnership and was not within the statute of frauds. The procurement of the option, the formation of the corporation, and the issuance of the stock was such performance as to render the statute of frauds inapplicable, even though the original agreement were voidable.
Laches -- appeal from finding.
3. The question whether plaintiff was chargeable with laches was one of fact for the trial court, whose conclusion, being sustained by the evidence, will not be disturbed.
Relief granted.
4. Under the original agreement, each party was to have one-third of the stock of the corporation. Plaintiff received but one-fourth. To make up the claimed one-third, he was entitled to 20,833 1/3 shares; the trial court awarded him 41,666 2/3 shares. Held that plaintiff is entitled to 20,833 1/3 shares of the stock held by Costin and to the dividends received thereon by Costin, and no more.
Fryberger Fulton & Spear, for appellant.
Spencer & Spencer and Baldwin, Baldwin & Holmes, for respondents.
The facts in this case as found by the trial court are substantially as follows:
For many years prior to July, 1909, plaintiff was in the employ of the Chandler Iron Mining Co., as a shift boss. As such he had charge of the operations of that company in the iron mine which is the subject of the present controversy. At about the date stated, the Chandler Co. surrendered its mining lease to the mine in question. Plaintiff, knowing that large quantities of ore had been left in the mine, brought the matter to the attention of defendant McNeil, and suggested that an option be obtained from the fee owners of the mining property. McNeil then brought the matter to the attention of defendant Costin who favored the proposition. Plaintiff and defendants Costin and McNeil subsequently met and verbally agreed that Costin should obtain from the owners an option to continue the mining operations. The option was to be taken in the name of Costin, and the understanding and agreement made at that time was that each party should share equally in the option, and that the stock in a corporation thereafter to be organized should be issued accordingly. Costin obtained the option and a corporation was subsequently organized under his direction. The capital stock was fixed at 500,000 shares of the par value of one dollar per share. Two hundred and fifty thousand dollars of this was made treasury stock. Costin caused 125,000 shares to be issued to himself and to plaintiff and McNeil 62,500 shares each. Plaintiff repudiated this distribution, insisting all along that he was entitled under the original agreement to one-third of the stock. The corporation was organized and the stock issued and distributed in March, 1910. If the stock had been issued as originally agreed, each party would have received 83,333 1/3 shares; but 125,000 shares were issued to Costin, so that he received 41,666 2/3 shares more than he was entitled to. This action was brought to compel Costin to transfer to plaintiff the surplus shares issued to him so that plaintiff would share equally with him in the corporation.
The findings of the court were substantially as above outlined. The conclusions of law directed the entry of judgment requiring Costin to transfer to plaintiff 41,666 2/3 shares of the stock received by him, and to pay to plaintiff the dividends received on such stock since the organization of the corporation.
Defendant Costin subsequently moved for additional and amended findings. The motion was denied in all respects; judgment was entered on the original findings, and defendant Costin appeals. Defendant McNeil acquiesced in the conclusion, and is not a party to the appeal.
Many assignments of error are made, mostly challenging the findings made as not sustained by the evidence, and challenging the refusal of the court to make additional or amended findings. The questions thus presented, as far as discussion is necessary, narrow down to three distinct propositions: (1) Whether the findings of the court are sustained by the evidence, and whether the court erred in not amending or modifying the same; (2) whether the contract between the parties, as found by the trial court, was within the statute of frauds and void; and (3) whether plaintiff lost his right to redress by laches.
1. The pleadings and the course of the trial developed three issues of fact. Plaintiff contended throughout that by the original agreement the parties were to share equally in the project. Defendant Costin contended that no such agreement was made that until the corporation was formed the parties were in dispute as to the interests to be assigned to each; and that, when the corporation was formed, the whole matter was adjusted and compromised by the issuance of one-half the stock to Costin, the remainder to be divided between plaintiff and McNeil. The evidence presented by plaintiff supports the findings of the court that his version of the original agreement expresses the true situation. It would serve no useful purpose to discuss the evidence. ...
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