Krauss v. Kuechler
| Decision Date | 27 May 1938 |
| Citation | 300 Mass. 346,15 N.E.2d 207 |
| Parties | KRAUSS v. KUECHLER. |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
OPINION TEXT STARTS HERE
Suit by Ethel M. Krauss and others, executrices of the will of John Krauss, deceased, against Richard M. Kuechler, Kuechler Brothers, Incorporated, and another, to compel the transfer of testator's stock in defendant corporation to plaintiffs or payment therefor in accordance with the corporation's by-laws. From an order denying plaintiffs' motion to recommit the case to a master, an interlocutory decree confirming the master's report, and a final decree for defendants, plaintiffs appeal.
Order denying motion to recommit and interlocutory decree affirmed, and final decree affirmed conditionally or modified and affirmed as modified.Appeal from Superior Court, Bristol County; Dowd, judge.
J. Minkin, of New Bedford, for appellants.
Samuel E. Bentley, of New Bedford, for appellees.
The plaintiffs are the executrices of the will of John Krauss, late of New Bedford. The two individual defendants are the president and treasurer and the only remaining living stockholders of the corporate defendant Kuechler Brothers, Incorporated. The object of the bill is to compel the defendants to transfer to the plaintiffs as individuals sixty-five shares of the stock in the defendant corporation which was owned by John Krauss at the time of his death or to pay for the stock in accordance with by-law provisions requiring the corporation to take and to pay for the stock of a deceased shareholder.
For many years Krauss and the individual defendants Richard M. Kuechler and Best, together with Kurt R. Kuechler, now also deceased, had carried on the meat products business in New Bedford as partners. In 1927 the defendant corporation was formed and continued the business. The four former partners were the only officers and stockholders, each owning sixty-five shares. All worked in the business and received wages as they worked and also further sums as ‘salaries' in equal amounts as the proceeds of the business would permit. The business was successful.
On March 3, 1933, more than two years before the death of Krauss, at a stockholders' meeting at which all four of the stockholders, including Krauss, were present, a change was made in the by-laws of the corporation whereby it was provided that ‘At death of a stockholder his shares of common stock shall automatically become the property of the corporation by paying to the estate of the deceased a sum agreed upon by the remaining stockholders.’ Krauss as clerk signed the record of this meeting. At the same meeting an agreement in writing entitled ‘Restriction on Transfer of Shares' was signed by all four stockholders. It contained the same wording as the new by-law. After the death of Krauss the remaining stockholders fixed upon $2,000 as the sum to be paid to his estate under the by-law, and the trial judge entered a final decree upon that basis. The chief contentions of the plaintiffs seem to have been that, if they were bound to sell at all, the by-law and the agreement of March 3, 1933, were less favorable to them in the matter of fixing the price than by-laws in effect before that date; that Krauss was sick and of unsound mind when the new by-law and the agreement were made; and that the defendants wrongfully conspired by those means to deprive his estate of its rightful interest in the business.
As to the contentions that Krauss was of unsound mind and that the defendants wrongfully conspired against him, it is enough to say that the master finds they were not proved. We cannot hold that the master's conclusions were erroneous. They were founded upon unreported evidence and are not inconsistent with each other. MacLeod v. Davis, 290 Mass. 335, 338, 195 N.E. 315. This remains true even though the master finds that the defendants in estimating the worth of the corporation omitted or undervalued certain items ‘through oversight or inadvertence’; though they treated as uncollectible certain doubtful bills receivable which were later collected in the course of further trading, but only after new unpaid bills approximately the same amount had accrued; and though no item was included for good will. Both the defendants and the master may have...
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Martignette v. Sagamore Mfg. Co.
... ... v. Abbott, 162 Mass. 148, 153, 38 N.E. 432, 27 L.R.A. 271; Krauss v. Kuechler, 300 Mass. 346, 349, 15 N.E.2d 207, 117 A.L.R. 1355; Eliot v. Coulter, 322 Mass. 86, 89-90, 76 N.E.2d 19, and cases cited; Jordan Marsh ... ...
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Haskell v. Versyss Liquidating Trust, No. 03-P-59 (MA 9/13/2004), 03-P-59.
... ... 16. See Palmer v. Clark , 106 Mass. 373, 389 (1871); Krauss v. Kuechler , 300 Mass. 346, 349 (1938); Cambridge Street Metal Co ... v. Corrao , 30 Mass. App. Ct. 150, 155 (1991) ... 17. Following the ... ...
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Haskell v. Versyss Liquidating Trust, No. 03-P-59.
... ... 16. See Palmer v. Clark, 106 Mass. 373, 389 (1871); Krauss v. Kuechler , 300 Mass. 346, 349 (1938); Cambridge Street Metal Co. v. Corrao, 30 Mass. App. Ct. 150, 155 (1991) ... 17 ... ...