Lamb Knit-Goods Co. v. Lamb

• Decision Date: 23 March 1899
• Citation: 78 N.W. 646,119 Mich. 568
• Court: Michigan Supreme Court
• Parties: LAMB KNIT-GOODS CO. v. LAMB.

78 N.W. 646

119 Mich. 568

LAMB KNIT-GOODS CO. v. LAMB.

Supreme Court of Michigan

March 23, 1899

Appeal from circuit court, Shiawassee county, in chancery; Stearns F. Smith, Judge.

Bill in equity by the Lamb Knit-Goods Company against Isaac W. Lamb. From a decree dismissing the bill, complainant appeals. Affirmed.

Fred L Chappell (Hugh P. Stewart, of counsel), for appellant.

Cahill & Wood, for appellee.

LONG J.

The bill was filed in this cause to compel defendant to surrender to complainant eight shares of complainant's own capital stock, of the par value of $200; which stock, it is claimed was obtained by him in fraud of complainant's rights while acting as its agent. It is also sought to compel the repayment to complainant of all dividends paid on said shares to defendant, and to enjoin him from transferring, or in any manner incumbering, the stock during the pendency of these proceedings. The bill was dismissed by the court below, and complainant appeals.

From the view we take of the case, we do not deem it necessary to set out the evidence. The complainant claims that the defendant is seeking to make a profit out of the business of the complainant while acting as its agent; but it appears that the transaction in which the defendant was acting as agent of the company had been closed, so far as defendant had anything to do with it, before these eight shares were turned over to him by Potter & Loomis, who held them. The record shows that the complainant company had bought of Potter &amp Loomis certain knitting machines, tools, patents, etc., for $2,500. In payment, the complainant turned out to them $1,000 of the stock of the company, and gave notes to secure the balance. It appears that, prior to that time, defendant had paid to Potter & Loomis $200 to secure an option on this property for a stated time. This option had expired, and the $200 had become forfeited. At the time of the purchase by complainant, defendant, acting as its agent, attempted to get a reduction of $200 on the purchase price. This was refused and the purchase was completed for the $2,500. After this was done, and the whole transaction closed, Potter & Loomis agreed to transfer to defendant the eight shares in controversy here. There is nothing in the record showing, or tending to show, that this was any part of the original agreement for the purchase by the complainant. In fact, the purchase had been made, the contract...