Minneapolis Threshing Machine Co. v. Jones
| Decision Date | 09 June 1905 |
| Docket Number | 14,229 - (32) |
| Parties | MINNEAPOLIS THRESHING MACHINE COMPANY v. COMMODORE P. JONES and Others |
| Court | Minnesota Supreme Court |
Action in the district court for Clay county, among other things to annul, as in fraud of creditors, a deed of land made by defendant Elmwood Farm Company to defendant Flour City National Bank and a contract for the sale of the land executed by these defendants; and, in case this relief should be denied, to have the deed declared a mortgage and to foreclose the same. The case was tried before Baxter, J., who granted a motion to dismiss and for judgment in favor of defendants upon the close of plaintiff's testimony. No findings of fact were filed. From an order denying a motion for a new trial, plaintiff appealed. Affirmed.
Dismissal of Action -- Evidence.
The action of a trial court, after testimony has been introduced in dismissing an action or in directing a judgment, will be sustained where the evidence is such as would not sustain a finding for the plaintiff. It is not sufficient, however that the evidence would sustain a verdict or finding for the defendant. The evidence must be such as to require, as a matter of law, a finding against the plaintiff.
Corporation.
A corporation may not sell, mortgage, or lease property only for the benefit of an officer or stockholder.
National Bank.
Questions as to the powers of a national bank to buy or hold real estate can be raised by the federal government only.
Holding Deed to Be Mortgage.
A court of equity will not, upon mere conjecture, however reasonable, or upon unsubstantial evidence, however suggestive, convert a deed absolute upon its face into a mortgage. Proof justifying such interference must be clear, strong, and decisive, although not beyond a reasonable doubt.
Avoidance for Fraud.
In this case, a deed is sought to be avoided on the ground, inter alia, of actual fraud, irregularities, or improprieties in the organization and operation of a corporation to which the grantor in that deed previously contracted to convey the land, and by which such contract was reassigned to the grantor. Held, these facts, in connection with other circumstances, are not sufficient to avoid the deed.
Lewis E. Jones, Jones & King, C. A. Nye and Seth Newman, for appellant.
Chas. S. Marden and Chas. C. Houpt, for respondent.
The plaintiff is a corporation engaged in the manufacture of threshing machines. In 1891 the C. P. Jones Stock & Grain Farming Company, afterwards known as the Elmwood Farm Company, owned a farm of four thousand seven hundred twenty acres of land in Clay county; being the land described in plaintiff's complaint. In 1891 that company purchased a threshing machine from the plaintiff and in payment gave its note, guarantied by C. P. Jones. On January 18, 1893, the Elmwood Farm Company deeded all of the premises described in the complaint to the defendant the Flour City National Bank. During the years 1893 and 1894 the Elmwood Farm Company leased the premises described in the complaint from the Flour City National Bank. On January 5, 1905, the defendant the Flour City National Bank sold all of the lands described in the complaint to the Jones Land Association, a corporation, for $77,790, in notes. The Jones Land Association agreed to pay a first mortgage upon said premises amounting to $24,800, and a balance due upon certain school-land certificates amounting to $7,772. The total contract price for the premises was $110,362. There was controversy as to whether the sum of $7,772 was paid on execution of the contract. The balance was payable at various dates therein provided. The Jones Land Association went into the possession of the premises, and remained in possession under this contract until it conveyed its interest to certain other defendants herein, as to whom the action has been dismissed, and to defendant Maria P. Jones, the wife of C. P. Jones, as to whom the action was not dismissed. On September 11, 1896, the plaintiff obtained judgment in its favor against the defendants Commodore P. Jones and the Elmwood Farm Company for the sum of $1,660.40 and costs. This judgment was satisfied by the sale of personal property (see Minneapolis Threshing Machine Co. v. Jones, 89 Minn. 184, 94 N.W. 551), which sale, together with the consequent satisfaction, was subsequently set aside. The judgment was thereupon reinstated.
This was an action brought by the plaintiff against the defendants herein, inter alia, for the purpose of having the deed from the defendant Elmwood Farm Company to the defendant the Flour City National Bank and the contract between said Flour City National Bank and the Jones Land Association set aside because fraudulent and void, or, in case the court should not so adjudge, to decree said deed to be a mortgage given as security for the indebtedness owing said Flour City National Bank by defendant Commodore P. Jones; that said mortgage be foreclosed, and plaintiff permitted to redeem from the foreclosure sale by paying the amount due thereon, with interest and costs of sale, after deducting the amount of credit thereon upon an accounting by the bank for moneys received on the indebtedness to it, and for further relief. At the close of plaintiff's testimony, the plaintiff having rested its case, counsel for the defendants the Flour City National Bank, Jones Land Association, and Maria P. Jones, having elected, as counsel for plaintiff insists, not to offer any evidence, moved
For a dismissal of the action and judgment against the plaintiff on the ground that the evidence fails to sustain the allegations of the complaint herein upon the theory that the conveyance to the Flour City National Bank by the Elmwood Farm Company was fraudulent as to the creditors of C. P. Jones or the Elmwood Farm Company, or that such conveyance was in fact given as a mortgage to secure the payment of the debts of said C. P. Jones and the Elmwood Farm Company, or either of said debtors, and upon the further ground that the testimony is insufficient to base any findings of fact or judgment thereon against the defendants, or either or any of them.
The court granted that motion. Plaintiff duly excepted thereto. Subsequently there were some proceedings as to findings of fact which are immaterial to this decision, and which, so far as affects this appeal, were of no legal avail. A case was settled, and, from an order refusing to vacate and set aside the order for judgment and denying its motion for a new trial, plaintiff appeals.
1. The first contention of plaintiff is that under section 5408 G.S. 1894, in the absence of findings of fact and conclusions of law by the trial court, that court erred in granting defendants' motion hereinbefore set forth in full. Craver v. Christian, 34 Minn. 397, 26 N.W. 8; Chickering & Sons v. White, 42 Minn. 457, 44 N.W. 988. It is a wellsettled rule in this court that ...
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