Naylor v. Sidener

• Decision Date: 16 April 1886
• Citation: 6 N.E. 345,106 Ind. 179
• Parties: Naylor and others v. Sidener.
• Court: Indiana Supreme Court

106 Ind. 179

6 N.E. 345

Naylor and others

v.Sidener.

Supreme Court of Indiana.

April 16, 1886.

Appeal from Montgomery circuit court.

Pierce & Brush and E. C. Snyder, for appellants.

Hurley & Crane and Wright & Seller, for appellee.

Niblack, C. J.

Complaint, by Martin W. Sidener against Joseph A. Naylor, William H. Burham, John S. Brown, James Brown, and the First National Bank of Crawfordsville, charging that for about one year previous to the fourth 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 copartner with the said Naylor under the firm name of Naylor & Sidener, and under which name said parties continued in business until the fourth 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 copartner in such stock and business under the same firm name; that under such firm name the plaintiff and the said Naylor continued the business previously conducted, until the sixth day of May, 1885, when said firm pretendingly sold out its stock in trade to the defendants John 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 codefendants 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 indebtednessand certain specified partnership debts only, leaving a considerable part of the partnership debts 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 defendant John S. Brown was, at the time, an office 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...