NIPPER, C.
This is a suit for an accounting. Plaintiffs dismissed as to some of the original parties defendant, and the case proceeded against Edward Scholl, Jacob Scholl, Fred Scholl, and the Bremen Theater Company, a corporation. The suit was brought by the stockholders, as plaintiffs, proceeding in the right of the corporation, Bremen Theater Company, for an accounting against the Scholls as members of the board of directors of the corporation. This suit was filed on the 2nd of April, 1915. An amended petition was filed on the 10th of September, 1915, which is the basis of this cause of action.
The petition covers about 50 printed pages of the record, and we will not set it out in hæc verba. The substance of the petition, however, is as stated, to secure an accounting against the Scholls, and to enjoin them from proceeding to forfeit the lease, or to take possession of the leasehold premises in pursuance of said attempted forfeiture. A brief history of the transactions and difficulties which brought on this suit will be found in the following statement from the referee's report:
"It appears that the Bremen Theater Company was organized in February, 1910, by Edward Scholl, H. E. Aitken, and J. C. Graham. At and before this time for about a year Edward Scholl, together with his two partners
owned and operated a picture show in a tent at the corner of Twentieth street and Bremen avenue in St. Louis, and this picture show was said to be prospering. Scholl, Aitken, and Graham conceived the idea of incorporating a company and erecting a building on the site of the tent, with E. view to launching a considerable enterprise as a moving picture theater. Thereupon Edward Scholl, after conference with his two associates, Aitken and Graham, procured a lease on the lot in question from the Niederlueckes and Kolkschneider for the term of 13 years, with a view of establishing the theater thereon after organizing a corporation for that purpose. Thereupon, about the middle of February, 1910, Edward Scholl, H. E. Aitken, and J. C. Graham organized the Bremen Theater Company corporation, with an authorized capital stock of $30,000. The capital stock was divided into 300 shares of $100 each par value. Edward Scholl subscribed for 150 shares, of the par value of $15,000; but the portion to be, taken by Aitken, it seems, was issued (75 shares, representing $7,500 par value) to Schmidt, and the portion to be taken by Graham (that is, 75'shares, representing the par value of $7,500) was issued to P. F. Jolly. Jolly and Schmidt were mere figureheads, representing Graham and Aitken. None of the parties paid up any of the capital at that time in cash. It was agreed and understood among them, however, that the picture show tent and equipment owned and operated by Edward Scholl should be taken over by the new company at the value of $2,500. The record of the stockholders' meeting shows Edward Scholl, Graham, and Aitken, who succeeded to the ownership of the stock issued in the first instance to Jolly and Schmidt, were elected as the first board of directors. Thereupon the lease which Edward Scholl had acquired from the Niederlueckes and the brewing company was turned over to the new corporation at the agreed valuation of $30,000 in payment for the capital stock of all parties. This is shown by the minutes of the corporation. Of course the corporation could not proceed to erect this building without money, and the evidence is that it was agreed among the par ties to the effect that Aitken and Graham, together with Edward Scholl, should advance the money for erecting the building on the lot covered by the lease in question. A contract was entered into with Aufderheide, a builder, who erected a brick theater building in part on said lot, and some time in April, when he called for money, none was available. Thereupon Edward Scholl stopped the building and he went about urging his associates, Aitken and Graham, to advance the capital in accordance with their prior agreement. About this time Aitken stepped out and C. T. Crawford succeeded him as the owner of the $7,500 in stock theretofore owned by Aitken, and the new stockholders and directors consisted of Edward Scholl, O. T. Crawford, and J. C. Graham. Graham and Crawford advanced about $9,600 to pay off Aufderheide the amount then due him, and made some other small advances, in all about $10,000. 7, find from the evidence that Graham and Crawford paid only about $10,000 for one-half of the stock in the Bremen Theater Company. It may be that they paid a little less than this. But there was an agreement between these two stockholders and Edward Scholl that Scholl would furnish $10,000 in cash and finance the company, and Graham and Aitken $10,000. About this time Edward Scholl paid some $488 cash to...
