Meyer v. Ft. Hill Engraving Co.

• Citation: 249 Mass. 302,143 N.E. 915
• Parties: MEYER v. FT. HILL ENGRAVING CO. et al.
• Decision Date: 23 May 1924
• Court: United States State Supreme Judicial Court of Massachusetts

249 Mass. 302

143 N.E. 915

MEYER

v.FT. HILL ENGRAVING CO. et al.

Supreme Judicial Court of Massachusetts, Suffolk.

May 23, 1924.

Appeal from Superior Court, Suffolk County; William Cushing Wait, Judge.

Bill by August W. Meyer, as minority stockholder, against the Ft. Hill Engraving Company and others. Decree for defendants, and plaintiff appeals. Affirmed.

H. Bergson, of Boston, for appellant.

W. E. Brownell, of Boston, and R. L. Cummings, of Peabody, for appellees.

BRALEY, J.

The plaintiff and the defendants, Ioos, Yeaton and Freyer, are stockholders of the defendant corporation, each owning 159 shares of the capital ‘common’ stock, the par value of which is not stated. The business of the corporation was the making of all kinds of engraving and dies, including book dies and shoe stamps. The plaintiff was the treasurer, while the board of directors consisted of himself and the defendants. It was reorganized, and has continued to be a close corporation; none of the stock apparently has ever been transferred. The stockholders just named were employed by the company at a scale of wages fixed by themselves, which, until dissensions arose in 1916, appears to have been mutually satisfactory. But in 1916, the accuracy of the plaintiff's accounts as treasurer being questioned, certain alleged deficiencies were adjusted by him, and he resigned, although he continued to work as an engraver and remained a member of the board of directors. It is wholly immaterial for the purposes of this suit, which is a minority stockholder's bill, whether he temporarily misappropriated moneys of the company, or whether as time went on his relations with his fellow stockholders became strained, or whether he finally desired to sell his stock and sought to compel them to purchase it, as they contended, at an excessive price, or whether the change in the amount received by him was disproportionate to the amounts paid to the other stockholders as employees.

It is alleged, and the bill goes upon the footing, and the answer admits, that the salaries paid Sept. 8, 1916, were in accordance with the following schedule, the plaintiff was to receive $35 a week, Ioos $40, Freyer $25 and Yeaton $25, with overtime at the rate of 50 cents an hour. It was also agreed, that in addition to the salaries each of the stockholders should receive a bonus of $25 a month. If the defendants are believed, the company never declared a dividend, until October, 1921. It could be found, that on April 10, 1920, when the plaintiff resigned as a director, a vote was passed rescinding the vote for a bonus. But on all the evidence this vote does not seem to have been observed except as to the discontinuance of a bonus to the plaintiff. It is also admitted by the defendants' answer, that except as increased by vote of the directors on March 12, 1917, the month when the plaintiff resigned as treasurer, the original agreement as to salaries remained in force. It thus appears that both salary and bonus were being paid to the defendant...