Krauss v. Kuechler
| Decision Date | 26 May 1938 |
| Citation | 15 N.E.2d 207,300 Mass. 346 |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
| Parties | ETHEL M. KRAUSS & another, executrices, v. RICHARD M. KUECHLER & others. |
October 25, 1937.
Present: FIELD DONAHUE, LUMMUS, QUA, & DOLAN, JJ.
Equity Pleading and Practice, Master: findings, control of evidence, recommittal Decree; Answer; Amendment. Corporation, Stockholder, Sale of stock. Contract, Validity.
The conclusion of a master founded upon unreported evidence and not inconsistent with his subsidiary findings was final, though some of the facts found were consistent with a contrary conclusion.
Recommittal to a master for a report of further subsidiary facts or evidence by which to test the correctness of his findings is discretionary with the trial court.
Exercise of discretion by a master hearing a suit in equity in excluding isolated questions asked in cross-examination, which he properly might have admitted, did not show that the cross-examination was unduly limited or that harm was done.
A mutual agreement by all the stockholders of a corporation, that the shares held by each stockholder at the time of his death should automatically become the property of the corporation upon payment by it to his estate of an amount fixed by the remaining stockholders, was binding upon the executor of the will of one of them.
To cure an error in a final decree in a suit in equity granting to the defendant affirmative relief by ordering the plaintiff to transfer stock when no such relief was sought in the answer, this court directed that an appropriate amendment to the answer might be made to include a prayer therefor, or, if no amendment was sought, that the decree be modified so that a payment ordered to be made by the defendant to the plaintiff be conditional upon the plaintiff's transfer of the stock.
BILL IN EQUITY filed in the Superior Court on December 2, 1935. A master's report was confirmed by an interlocutory decree entered by order of Brown, J. A final decree was entered by order of Dowd, J., by the terms of which the plaintiffs were ordered to deliver a certain stock certificate to the defendant corporation, and it was ordered to pay $2,000 to the plaintiffs. The plaintiffs appealed.
J. Minkin, for the plaintiffs. S.E. Bentley, for the defendants, submitted a brief.
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 bylaw 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 bylaw, 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...
To continue reading
Request your trial