Moretti v. Gustafson

• Decision Date: 12 November 1968
• Docket Number: No. 1,No. 53394,53394,1
• Citation: 433 S.W.2d 809
• Parties: William MORETTI and Alberts Fuchs, Plaintiffs-Appellants, v. William N. GUSTAFSON, Bellefontaine Towers Holding Company, a Corporation, Fontaine Woods, Inc., a Corporation, and Richard Gillooly, Defendants-Respondents
• Court: Missouri Supreme Court

Page 809

433 S.W.2d 809

William MORETTI and Alberts Fuchs, Plaintiffs-Appellants, v. William N. GUSTAFSON, Bellefontaine Towers Holding Company a Corporation, Fontaine Woods, Inc., a Corporation, and Richard Gillooly Defendants-Respondents.

No. 53394.

Supreme Court of Missouri, Division No. 1.

Nov. 12, 1968.

Wm. J. Becker, Clayton, for appellants.

David G. Dempsey, Dempsey & Dempsey, Clayton, for defendants-respondents.

LAURANCE M. HYDE, Special Commissioner.

Plaintiffs are stockholders in two corporations, the Bellefontaine Towers Holding Company and Fontaine Woods, Inc., an operating company which conducted a nursing home in the building owned by the Holding Company. Plaintiffs each own 1500 shares in the Holding Company and 25 shares in the operating company. Defendant Gustafson owns 25,500 shares of the Holding Company and 150 of its shares were held by others including Gustafson's son and daughter. The operating company issued 500 shares of which Gustafson held 445 shares. The par value of the stock was one dollar. Plaintiffs claim Gustafson paid nothing for the stock in either corporation and that it was issued to him without consideration in violation of Sec. 351.160, RSMo, V.A.M.S. The relief they seek is to have all stock certificates issued to Gustafson cancelled and that he be required to account and pay to the corporations such sums as may be found due to them. There was a second count seeking appointment of a receiver but the trial judgment and appeal was on the first count only as authorized by Civil Rule 82.06, V.A.M.R.

The trial court found for defendants, making findings of fact and stating conclusions of law against the claims of plaintiffs, and plaintiffs have appealed from the judgment entered. The question of our jurisdiction arises on this record and must first be considered. The parties claim we have jurisdiction because of the amount in dispute, which they say exceeds $15,000.00. Const., Art. V, Sec. 3, V.A.M.S., and Sec. 477.040, RSMo, V.A.M.S. However, they have different theories about this. Plaintiffs rely on financial statements of the corporations attached to the petition (and allegations in the receivership count which as noted as not involved on this case) showing operating deficits of the two corporations, each in amounts more than $15,000.00 but in neither count was any specific amount of recovery claimed or sought. Defendants' theory is thus stated: 'The record shows that plaintiffs between them paid a total of $20,000.00 to purchase a 10% interest in the two corporations. It would thus appear that if 10% of the corporations' shares was worth $20,000.00, control of about 99% of their shares is worth far in excess of that sum and that therefore the amount in dispute between the parties exceeds the sum of $15,000.00.'

The trouble with all this is there is no evidence of the value of the stock sought to be taken away from Gustafson either at the time of the trial or when the suit was commenced; and there is nothing to show any definite amount due from Gustafson to either corporation. The amount plaintiffs paid for the stock the year the corporation was organized does not show its value after it was unsuccessfully operated. The Holding Company owned a building which had been mortgaged up to $531,000.00. Its actual value does not appear. It is not shown what the operating corporation owned. There...