Mulliken v. Haseltine

• Citation: 141 S.W. 712,160 Mo. App. 9
• Parties: MULLIKEN v. HASELTINE et al.
• Decision Date: 04 December 1911
• Court: Missouri Court of Appeals

141 S.W. 712

160 Mo. App. 9

MULLIKEN v. HASELTINE et al.

Springfield Court of Appeals. Missouri.

December 4, 1911.

Rehearing Denied December 22, 1911.

1. CORPORATIONS (§ 82)—SALE OF STOCK— CONTRACT TO REPURCHASE—CONSIDERATION.

Where plaintiff was induced to purchase stock in a corporation by defendants' agreement to repurchase the same at the price paid at any time within three years, and defendants delivered to plaintiff the shares of stock and their written agreement to repurchase, such agreement was based on a sufficient consideration.

2. CORPORATIONS (§ 82)—CONTRACT TO REPURCHASE STOCK—CONSIDERATION.

Where, after defendants had induced plaintiff to purchase certain stock in a corporation by agreeing to repurchase it within three years, they, as officers of the corporation, increased its capital stock and changed its par value, and obtained from plaintiff a surrender of his old stock, and he received new stock in lieu thereof, whereupon, by mutual agreement, a new contract was substituted for the old, by which defendant agreed to repurchase the new stock, a cancellation of the old contract and the substitution of the new one was a sufficient consideration to support the latter.

Appeal from Circuit Court, Greene County; Alfred Page, Judge.

Action by C. C. Mulliken against S. A. Haseltine and others. Judgment for plaintiff, and defendants appeal. Affirmed.

S. A. Haseltine and Wright Bros., for appellants. Enoch L. Ragsdale and A. W. Lyon, for respondent.

GRAY, J.

Suit to recover from the appellants $2,000, which plaintiff claims they owe him on a contract to purchase certain shares of stock in a corporation, known as Ozark Medicine Company. The petition alleges that on the 22d day of August, 1906, defendants were stockholders, officers, and directors of the corporation, and were personally interested in consummating a sale to plaintiff of 40 shares of the corporation stock for $2,000, and, as an inducement and consideration for plaintiff to buy said stock, defendants agreed, by their written contract of that date, to repurchase from plaintiff said stock at the price of $2,000; that thereupon plaintiff purchased said stock, and paid therefor said sum of $2,000; that afterwards the stockholders of said company changed the par value of the capital stock from $100 to $5 per share, and thereby plaintiff became entitled to 800 shares of stock, instead of said 40 shares, and that by reason of the change defendants did, and for the consideration aforesaid, substitute and give a written agreement, dated the 20th day of December, 1906, instead of and for the former agreement, by the terms of which they agreed to purchase the 800 shares of stock so held by plaintiff, of the par value of $4,000, for the sum of $2,000, provided that plaintiff presented said stock to them, properly assigned, within 3 years and 30 days from the 20th day of December, 1906; that in compliance with the conditions of said contract, and on the 27th day of December, 1909, plaintiff assigned said stock to the defendants, and presented the same to them, and demanded of them the said $2,000, but defendants refused to pay the same. A demurrer was filed to this petition, and the same was overruled, and defendants excepted. We think the petition states a cause of action.

The facts are undisputed, and are found in plaintiff's testimony, which is substantially as follows: The defendant Meyer was president, the defendant Haseltine, secretary, and the defendant Gibson, treasurer, of the corporation, and were...