Magnetic Mfg. Co. v. Manegold (In re Magnetic Mfg. Co.)

• Decision Date: 04 March 1930
• Citation: Magnetic Mfg. Co. v. Manegold (In re Magnetic Mfg. Co.), 201 Wis. 154, 229 N.W. 544 (Wis. 1930)
• Parties: IN RE MAGNETIC MFG. CO. MAGNETIC MFG. CO. ET AL. v. MANEGOLD.
• Court: Wisconsin Supreme Court

201 Wis. 154

229 N.W. 544

IN RE MAGNETIC MFG. CO.MAGNETIC MFG. CO. ET AL.

v.MANEGOLD.

Supreme Court of Wisconsin.

March 4, 1930.

Appeal from an order of the Circuit Court, for Milwaukee County; Walter Schinz, Circuit Judge.

Affirmed.

Proceeding commenced February 6, 1929; order entered August 23, 1929.Plaintiffs appeal.

The proceeding is under section 183.24, Stats., to compel the secretary of the defendant corporation to enter upon the corporate records the name of Manegold as owner of certain shares of the stock of the corporation, and to issue and deliver to him certificates of his ownership of such stock.

The corporation has a by-law to the effect that if any stockholder desires to sell his stock he shall first offer the stock to the corporation at as low a price as he would sell to any person or persons, giving the corporation at least ten days' time to accept or decline the proposition, and further providing that no stock shall be transferred except upon compliance with this provision.

One Kubitz had for sale five shares of the corporation's stock.He had complied with the by-law above stated, and the corporation had not accepted his offer.Manegold, who was connected with a competing company, learned the stock was for sale.He purchased the stock from Kubitz through Hansen.He requested Hansen to have the stock issued in the name of Coerper and gave Hansen the purchase price, which Hansen paid to Kubitz.The stock was entered on the corporate books and stock certificates were issued in Coerper's name and delivered to Coerper.Hansen did not inform the corporation or Kubitz that he was buying the stock for Manegold, nor did the corporation ask Kubitz, when he offered the stock to the corporation, who the prospective purchaser was.Coerper indorsed the certificate in blank and delivered it to Manegold.Afterwards a one hundred per cent. stock dividend was declared and a certificate for the increase was issued and delivered to Coerper and the stock was entered on the books in his name, which certificate Coerper indorsed in blank and delivered to Manegold.

Manegold presented the certificates assigned in blank by Coerper and requested that new certificates be issued and the stock entered on the corporate books in his name, which request was refused.Edmund B. Shea, of Milwaukee, for appellants.

Olwell & Brady, of Milwaukee, for respondent.

FOWLER, J.

[1][2] It is plain that only one sale of stock was made, and that the by-law...