McGuire v. Indianapolis Broadcasting
| Decision Date | 20 June 1945 |
| Docket Number | 28095. |
| Citation | 61 N.E.2d 642,223 Ind. 505 |
| Parties | McGUIRE v. INDIANAPOLIS BROADCASTING, Inc., et al. |
| Court | Indiana Supreme Court |
Appeal from Owen Circuit Court; Frank M. Martin, Judge.
Charles E. McGuire, of Chicago, Ill., and Willis Hickan, of Spencer for appellant.
McHale Arthur, Meyer & Patrick, of Indianapolis, and Emison & Emison, of Vincennes, for appellees.
The appellant, as intervenor and substituted plaintiff, brought suit against the appellees on a promissory note in the sum of $15,000. There was a plea of 'non est factum', and five other affirmative answers.
The evidence shows the note was drawn and signed by the officers of the appellee corporations under circumstances hereinafter set forth. It is disclosed by the evidence that in October, 1936, Central Newspapers, Inc., by and through its majority stockholder, Eugene C. Pulliam, entered into two written contracts for the purchase of appellee corporations the same to be accomplished by the transfer of all the stock to the buyer; that at the time of the execution of the contracts, Central Newspapers, Inc., paid the sum of $10,000 to the holders of stock of the appellee corporations; that in said contracts the sellers warranted that the appellees owned radio station WIRE in Indianapolis, together with the real and personal property connected therewith, free and clear of liens; that said radio station was duly licensed; that, during the life of the contracts, nothing was to be done except in the ordinary course of business that would create liability or loss of assets of the corporations.
The evidence further discloses that under the terms of the contracts the Central Newspapers, Inc., paid an additional sum of money totalling $165,000 on the 28th day of December, 1936, and received one-third of the stock, although they had paid the one-half of the agreed price. At that time or prior thereto it was agreed that the sale had to be concluded so that all the stock would not be transferred in one year, and on December 28, 1936, the pertinent stock records, minute books, and other books and papers were placed in a vault beyond the control of either the old or the new people; that there were two keys to this vault, each of which was needed for unlocking and these keys were turned over to the attorneys, one for each side; that at that meeting on December 28, 1936, it was determined to meet and close the whole matter on January 2, 1937; that on the date named all parties were present and when Pulliam for the purchasers offered the balance of the purchase price, the sellers through their attorney, Charles E. McGuire, the appellant herein, first requested that Central Newspapers, Inc., approve in writing the action of the old board of directors of each of appellee corporations in declaring dividends in the total sum of $15,000, and in executing a note for that sum to a Chicago bank; that it was there stated that the old boards had met in Indianapolis on December 30, 1936, and declared the dividends; that Pulliam objected to such action and refused to approve the dividends, and thereupon the appellant told him he could either approve that action or the balance of the stock would not be transferred.
The evidence further shows that Pulliam was thus faced with a situation where he could either agree to the dividends and the execution of the note, or he would be unable to meet the requirements of a loan of $375,000, $175,000 of which was then in the hands of the old boards, and he would likewise lose all the stock of Central Newspapers, Inc., which had been hypothecated for the loan; that being faced with these facts, he signed as requested. The evidence also shows that the money for the dividend note was obtained from a Chicago bank by the officers of the old boards, but not until one officer of the old boards had guaranteed the loan, and the bank had earmarked $15,000 of deposits of another corporation the principal owner of which was that officer.
There are many questions raised in the briefs under the numerous issues submitted to the court. Many of the questions thus raised are very interesting, but if the action of the court in entering a general finding for the appellees was correct under the issue of 'non est factum' that was tendered, it will be unnecessary to prolong this opinion to answer other...
To continue reading
Request your trial