Lang v. Ingalls Zinc Co.

• Decision Date: 18 April 1898
• Citation: 49 S.W. 288
• Parties: LANG v. INGALLS ZINC CO. et al.
• Court: Tennessee Supreme Court

49 S.W. 288

LANG v. INGALLS ZINC CO. et al.

Court of Chancery Appeals of Tennessee.

April 18, 1898.

Appeal from chancery court, Jefferson county; John P. Smith, Chancellor.

Bill in chancery by John G. Lang against the Ingalls Zinc Company and others. From a decree of dismissal, complainant appeals. Affirmed.

C. T. Rankin and Nable Smethson, for appellant. Washburn, Pickle, Turner & Holtsinger, for appellees.

WILSON, J.

The original bill in this cause was filed April 27, 1897, against the Ingalls Zinc Company, a corporation of the state of Indiana, but owning and operating a zinc mine in Jefferson county, Tenn., and having a representative in the county, and George E. Oscar and W. S. Potter, of the state of Indiana, all three being officers of, and connected with, the Ingalls Zinc Company. The purpose, in brief, of the original bill, was to enjoin the defendant company from prosecuting an action of forcible or unlawful detainer which it had instituted against complainant before a justice of the peace of Jefferson county; to compel it to pay him a sum alleged to be due him for services rendered as its superintendent and general manager in Jefferson county; to compel all the defendants to pay him $5,000, the par value of that amount of stock he held in the defendant company, and that this be declared a lien on the farm and mining properties thereon operated by the defendants; and to collect money, etc., expended by him in behalf of the defendant company. The original bill is quite elaborate; covering, with its exhibits, over 50 pages of the record. Its material averments, however, for the purpose of presenting the questions in the case before us, may be thus stated:

(1) That the complainant is a mineralogist and mineral expert, and that December 17, 1894, he took an option for the purchase of a tract of land in the Eighth civil district of Jefferson county from Moses G. Jolley and wife, the owners thereof, on which he had discovered zinc ore, and under which option he was to have a year to buy the land at the price of $3,000.

(2) That he opened a zinc mine on this farm, and then the defendant George E. Potter, the president of the defendant company, acting for it, made a contract with him (his option still being in force) to the effect that he should assign the option to it; that it should pay the owners of the land the $3,000, and take title to itself; that it should furnish machinery for mining the ore, and all the capital needed for preparing it for the market; that complainant should act as its superintendent and general manager, at a salary of $75 per month, so long as he satisfactorily performed the duties appertaining to the position; that he should have the use and occupation of the house and farming lands not needed for mining purposes free of rent, except the payment of the taxes upon the farm; and that he should receive $5,000 of the stock of the company, which stock the defendant was to buy from him at its par value at the end of any year, provided he had given it six months' notice of his desire to dispose of it.

(3) That after this the defendant company executed to him a paper termed a "lease," which is made Exhibit A to the bill; that it was not dated, but was executed about November 1, 1894; that afterwards, about November 21, 1895, it drew up and delivered to him another paper, which embraced substantially the terms of the contract between him and the defendant company, and which is made Exhibit B to the bill; and that during the month of November, 1894, the defendant issued and delivered to him five certificates of its stock, each for $1,000, of which he is still the owner. Exhibit A is a contract of lease between the complainant and defendant company, and provides, so far as is necessary to be stated, that the company leases to the complainant for one year, commencing November 1, 1895, the tract of land obtained from Jolley, reserving the right in the company to prospect at any time on the farm, and open roads to any mine that might be discovered and opened up, and to do anything necessary to carry on its mining operations; that the lease is to continue from year to year, so long as complainant shall own $5,000 of stock in the defendant company, or so long as the defendant company owns the land. Exhibit B to the bill is a letter to the complainant from Ingalls, Ind., addressed on the letterhead paper of the defendant, dated November 21, 1895, and is signed, "The Ingalls Mining Co., by Oscar Potter, Secretary." This letter appears to have been written in answer to two letters of the complainant complaining at the delay in sending him their contract, and extolling the great value of the mine. After alluding to the exaggerated statements of its value made by the complainant, and resenting his allusion to some other concern, not deemed highly honorable, and admitting the justness of the charge of the delay, the letter says: "It is agreed that the complainant is to have $75 per month, as superintendent, as long as he does faithful work, and is able to act as superintendent." And, continues the letter: "In the event of your selling your stock, which you hereby agree to sell to the Ingalls Zinc Co. at par, and the Ingalls Zinc Co. agrees to buy said stock at par at the end of any year the lease expires, made by the Ingalls Zinc Co. to you, provided six months' notice of your intention to so sell said stock to the Ingalls Zinc Co. has been given to the Zinc Co. It being understood that when you sell your stock your services as superintendent cease; also, you are to vacate the farm when your stock is so disposed of."

(4) That the defendant company did pay the $3,000 to Jolley for the land, taking title to itself; that it afterwards put up the necessary mining machines, and did considerable business at a profit, having mined and shipped away from December, 1895, to December, 1896, from $25,000 to $30,000 worth of ore.

(5) That during this period he was superintendent, but at the date last named resigned, his resignation being demanded; that, upon this demand being made, he replied that he would resign when he was paid the $5,000 due him for his stock; that shortly after this, about December 10, 1896, defendant W. S. Potter arrived at complainant's house, and remained there and in the neighborhood until about the 18th or 20th of December, when he left for his home in Indiana; that December 21, 1896, complainant's wife filed a bill in the chancery court at Dandridge against him for a divorce, alleging that he was a married man when he married her, and hence a bigamist, and praying for an absolute divorce; that she also prayed for an attachment, to attach his $5,000 worth of stock in the defendant company, and whatever was due him on his salary; and that the attachment was issued and levied.

(6) That her bill was filed against complainant by the regular attorney of the defendant in Jefferson county.

(7) That his wife was procured to file the said bill by the defendant Potter and their attorney, by telling her that complainant was a married man when he married her; that he was about to collect the balance due him from the defendant company, and was getting his effects together with the intention of leaving the county for parts unknown; that they would support her for life, let her live on the farm, furnish her with money, let her travel as she pleased, and visit them at Ingalls, Ind., if she desired, — all this to persuade her to file the bill. And, in short, that it was in fact the bill of the defendants instead of that of his wife.

(8) That these charges against him made by his wife were false and malicious, and that the acts and doings of her nominal attorney in filing said bill were in reality the acts of the personal defendants, and that they were acting in the matter for and on behalf of the defendant company, and, hence, that it was liable therefor. In brief, the charge of the bill in this connection is that this divorce bill filed by the wife of complainant was the result of a conspiracy entered into by and between the personal defendants, the defendant company, and the attorney filing the bill, to cheat, swindle, and defraud complainant out of his $5,000 of stock, and to get him off the land.

(9) That after this divorce bill was filed, and the attachment issued and served, one of the agents and co-conspirators of the defendant company suggested to complainant a compromise of the matters between him and his wife, and after some parleying between the attorneys of complainant and the attorney of his wife, who was the attorney of the defendant company, a compromise of the divorce suit was effected.

(10) That under this compromise complainant agreed to assign to his wife $2,000 of his stock, to be held by her in trust for him so long as he treated her properly, and, on his failure to so treat her, the said stock was to become her separate property; that he was to pay the attorneys on both sides, and she was to dismiss her bill.

(11) That this compromise of the suit of his wife against him was made December 29, 1896; and a copy of the compromise agreement is made Exhibit C to the bill.

(12) That, as a part and parcel of this compromise agreement to settle the divorce suit of his wife, complainant was required to enter into an agreement with the defendant company to the effect that he should tender his resignation as superintendent of the defendant company, and relinquish possession of the farm to one George W. Long, as agent and manager of the company. A copy of this compromise is made Exhibit D to the bill.

(13) That, in the negotiations resulting in this compromise, said Long and the attorney of the company (he being the attorney of the wife of the complainant in the divorce bill) represented the company, and this compromise and the one resulting from the divorce bill were made and signed at the same time and place.

(14) That the compromise with the complainant was procured by...