Naylor v. Sidener

• Decision Date: 16 April 1886
• Docket Number: 12,456
• Citation: 6 N.E. 345,106 Ind. 179
• Parties: Naylor et al. v. Sidener
• Court: Indiana Supreme Court

6 N.E. 345

106 Ind. 179

Naylor et al. v. Sidener

No. 12,456

Supreme Court of Indiana

April 16, 1886

From the Montgomery Circuit Court.

Affirmed with costs.

R. J Greene, E. C. Snyder, W. T. Brush and R. B. F. Peirce, for appellants.

P. S Kennedy, S. C. Kennedy, T. H. Ristine, H. H. Ristine, G. D Hurley, B. Crane, J. Wright, J. M. Seller and M. W. Bruner, for appellee.

OPINION

Niblack, C. J.

Complaint by Martin W. Sidener against Joseph A. Naylor, William H Durham, John S. Brown, James Brown and the First National Bank of Crawfordsville, charging that for about one year previous to the 4th day of February, 1885, the said Joseph A. Naylor was engaged in the grocery trade in the city of Crawfordsville, in this State; that, on that day, he sold a one-half interest in his stock in trade and business to one Martin V. Sidener, the father of the plaintiff, who was admitted as a co-partner with the said Naylor, under the firm name of Naylor & Sidener, and under which name said partners continued in business until the 4th day of March then next ensuing, at which time the plaintiff purchased the interest of the said Martin V. Sidener in the stock and business in question, and was admitted by said Naylor as a co-partner in such stock and business under the same firm name; that under such firm name, the plaintiff and the said Naylor continued the business as previously conducted until the 6th day of May, 1885, when said firm pretendingly sold out its stock in trade to the defendantsJohn S. Brown and James Brown, who assumed the firm name of John S. Brown & Son; that previous to said last mentioned sale, the plaintiff and the said Naylor, as such partners, had contracted debts for goods purchased for their firm, in the aggregate sum of about $ 3,000; that the business had been from the first in the hands and under the active management of the said Naylor, the plaintiff being inexperienced in mercantile pursuits and ignorant of the business standing of the firm; that the said Naylor, as an inducement to obtain the plaintiff's consent to said pretended sale, and intending to deceive and defraud him, represented to the plaintiff that their creditors were pressing them, and that the firm was about to fail in business; that it had become necessary for them to make sale of their entire stock of goods for the purpose of paying their debts; that relying upon these representations of Naylor, and for the purpose of paying all the debts of the firm, the plaintiff consented to the pretended sale to Brown & Son; that the said Naylor was at the time of making such representations in secret communication with his co-defendants, for the purpose of getting the plaintiff out of the store, to the end that they could thereby better manage to defraud the plaintiff and a part of the creditors of the firm; that the sale of the property in the grocery store was in bulk, and for the alleged price of $ 6,500, but it was really worth from eight to ten thousand dollars; that at the time of such sale, the defendant, the First National Bank of Crawfordsville, of which its co-defendant Durham was then the president, held the individual note of Martin V. Sidener for the sum of $ 4,000, upon which the said Naylor was surety; that the firm of Naylor & Sidener, as it was reorganized by the admission of the plaintiff as a member of it, was in no manner responsible for the payment of such note; that Naylor, at the time of the transfer of the property to Brown & Son, was individually indebted to the said National bank in the sum of something more than $ 800; that it had been arranged between the defendants that the individual indebtedness of the said Martin V. Sidener and the said Naylor to the bank, above described, should be paid out of the proceeds of the sale to Brown & Son, as well as other individual indebtedness of the said Naylor, and that the said Brown & Son should hold the property so purchased by them in trust for the payment of such individual indebtedness and certain specified partnership debts only, leaving a considerable part of the partnership debt unprovided for; that these arrangements concerning the application of the proceeds of such sale were all kept concealed from the plaintiff, and that he, in consequence, knew nothing of such arrangements at the time they were made; that the defendantJohn S. Brown was at the time an officer of and interested in the First National Bank of Crawfordsville, and was then, as he still is, acting in its interest; that the said Naylor has since continued in the possession of the store, claiming to act under the direction of Brown & Son; that if the arrangements made by the defendant concerning the proceeds of such property, as herein above stated, shall be permitted to be carried out, it will result fraudulently and injuriously as against the interests of the plaintiff, as well as a large part of the creditors of the firm of Naylor & Sidener, of which the plaintiff is a member as stated.Wherefore the plaintiff demanded that...