Oglesby v. Attrill

CourtUnited States Supreme Court
Writing for the CourtFIELD
Citation105 U.S. 605,26 L.Ed. 1186
Decision Date01 October 1881
PartiesOGLESBY v. ATTRILL

105 U.S. 605
105 U.S. 605
26 L.Ed. 1186
OGLESBY
v.
ATTRILL.
October Term, 1881

ERROR to the Circuit Court of the United States for the District of Louisiana.

The petition of the plaintiff alleges that he had become the sole owner of all the capital stock of the Crescent City Gas-Light Company, a corporation created by an act of the legislature of Louisiana, approved April 20, 1870; that the stock was divided into 30,000 shares, of $100 each; that, in March, 1875, he enterd into negotiations with the New Orleans Gas-Light Company, another corporation created under the laws of that State, for an amalgamation of the two companies, pursuant to an act of the legislature of the previous year; that the negotiations resulted in an agreement for amalgamation between the two companies, through their responsible boards of directors; that the agreement was ratified by the requisite number of stockholders on the 9th of April following; that on the ensuing day the agreement was deposited with the secretary of state, as required by law; that, under the agreement, the consolidated company retained the name of the New Orleans Gas-Light Company, and its full-paid stock was divided into 37,500 shares, of $100 each,—of which 12,500 shares were allotted to the plaintiff as owner of all the stock of the Crescent City Gas-Light Company, and the residue, 25,000 shares, were allotted to the owners of the stock of the original New Orleans Gas-Light Company.

The petition further alleges that on the 10th of April, 1875, about the time of the consummation of the agreement of consolidation, the defendants Oglesby and Cassard, the former representing himself as entitled to 3,550 shares, and the latter to 1,150 shares, of the stock of the Crescent City Gas-Light Company, united with one Hernandez in a letter addressed to the president of the New Orleans Gas-Light Company, which was as follows:——

'NEW ORLEANS, April 10th, 1875.

Page 606

'JAMES JACKSON, President Gas Company.

'By the newspapers we noticed that you are about to make an adjustment of your contest with the Crescent City Gas Company. We, the undersigned, hereby notify you that, at the commencement of the litigation with your company, we were the owners of the shares in the Crescent City Gas Company attached to our undersigned names; that we were defrauded of said stock by the fraud and machinations of the officers of said company; and that we intend to prosecute our claim to the same, and hereby notify you that any compromise or adjustment you may make with the said Crescent City Gas Company will be subject to our rights, to the extent above stated, and that legal proceedings will be instituted to enforce our said rights.

'J. H. OGLESBY, 3,550 shares.

'JULES CASSARD, 1,150 do.

'J. HERNANDEZ, 400 do.'

The petition avers that this letter was written with the malicious intent to embarrass the plaintiff in the exercise of his rights under the agreement to consolidate; that the claim made was groundless; that, on the 7th of April, 1873, the directors of the Crescent City Gas-Light Company had levied an assessment on the stock of the company of one and one-half per cent; and, under it, the defendant Oglesby was bound to pay $6,075, as owner of 4,050 shares, and the defendant Cassard was bound to pay $1,725, as owner of 1,150 shares; that they refused to pay this assessment, and on the 6th of May, 1873, instituted suit in conjunction with other shareholders to enjoin the directors from proceeding to enforce its payment, and set up as grounds therefor 'frauds and machinations of the officers of the said company;' that, on the 14th of that month, the company brought suits against Oglesby and Cassard to enforce payment of the assessment; and that, on the following day, May 15, Cassard transferred his shares to one Phipps, and on the 22d of the month Oglesby transferred to him 3,550 shares of his stock and disposed of the residue to other parties; that these transfers were made in settlement and compromise of the rights of the respective parties, in pursuance of which an indorsement was made on them to the effect that the company

Page 607

assented thereto, although only fifty cents per share had been paid, and released Oglesby and Cassard from all past, present, and future...

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42 practice notes
  • City of Rawlins v. Jungquist
    • United States
    • United States State Supreme Court of Wyoming
    • March 21, 1908
    ...v. Jones, 44 Barb., 521; Hunter v. Com'rs., 62 A. 213; Morse v. Monroe, 30 Ga. 630; Frick v. Price, 66 N.W. 834; Oglesby v. Attrill, 105 U.S. 605; Comstock v. U.S. 9 Ct. Cl., 141; Taylor v. Patrick, 4 Ky. 168; Adele v. Prudhommo, 16 La. Ann., 343; Tard v. Tarry, 26 Mo.App. 598.) The evidenc......
  • Albright v. RJ Reynolds Tobacco Company, Civ. A. No. 65-1155.
    • United States
    • United States District Courts. 3th Circuit. United States District Court (Eastern District of Pennsylvania)
    • October 23, 1972
    ...and the parol evidence rule applies. Such settlements are not subject to collateral attack in another proceeding. Oglesby v. Attrill, 105 U.S. 605, 26 L.Ed. 1186 1882; A. D. Juilliard & Co. v. Johnson, 259 F.2d 837 2nd Cir. 1958; Myers v. Crick, 271 Pa. 399, 114 A. 255 1921. Where a case ha......
  • Just v. Idaho Canal & Improvement Co., Ltd.
    • United States
    • Idaho Supreme Court
    • June 4, 1909
    ...corporation, and binds them as fully as in the making of contracts." (Farnum v. Ballard etc., 66 Mass. (12 Cush.) 507; Oglesby v. Attrell, 105 U.S. 605, 26 L.Ed. 1186; Came v. Brigham, 39 Me. 35; Lane v. Inhabitants etc. Weymouth, 10 Met. (51 Mass.) 462; Graham v. Boston etc. R. Co., 118 U.......
  • Barger v. Barringer
    • United States
    • North Carolina United States State Supreme Court of North Carolina
    • December 15, 1909
    ...principle is not affected by the presence or absence of a malicious motive will be found approved and sustained in Oglesby v. Attrill, 105 U. S. 605, 26 L. Ed. 1186; Land & Gravel Co. v. Commission Co., 138 Mo. 445, 40 S. W. 93, 36 L. R. A. 804, 60 Am. St. Rep. 500; Hunt v. Simmons, 19 Mo. ......
  • Request a trial to view additional results
42 cases
  • City of Rawlins v. Jungquist
    • United States
    • United States State Supreme Court of Wyoming
    • March 21, 1908
    ...v. Jones, 44 Barb., 521; Hunter v. Com'rs., 62 A. 213; Morse v. Monroe, 30 Ga. 630; Frick v. Price, 66 N.W. 834; Oglesby v. Attrill, 105 U.S. 605; Comstock v. U.S. 9 Ct. Cl., 141; Taylor v. Patrick, 4 Ky. 168; Adele v. Prudhommo, 16 La. Ann., 343; Tard v. Tarry, 26 Mo.App. 598.) The evidenc......
  • Albright v. RJ Reynolds Tobacco Company, Civ. A. No. 65-1155.
    • United States
    • United States District Courts. 3th Circuit. United States District Court (Eastern District of Pennsylvania)
    • October 23, 1972
    ...and the parol evidence rule applies. Such settlements are not subject to collateral attack in another proceeding. Oglesby v. Attrill, 105 U.S. 605, 26 L.Ed. 1186 1882; A. D. Juilliard & Co. v. Johnson, 259 F.2d 837 2nd Cir. 1958; Myers v. Crick, 271 Pa. 399, 114 A. 255 1921. Where a case ha......
  • Just v. Idaho Canal & Improvement Co., Ltd.
    • United States
    • Idaho Supreme Court
    • June 4, 1909
    ...corporation, and binds them as fully as in the making of contracts." (Farnum v. Ballard etc., 66 Mass. (12 Cush.) 507; Oglesby v. Attrell, 105 U.S. 605, 26 L.Ed. 1186; Came v. Brigham, 39 Me. 35; Lane v. Inhabitants etc. Weymouth, 10 Met. (51 Mass.) 462; Graham v. Boston etc. R. Co., 118 U.......
  • Barger v. Barringer
    • United States
    • North Carolina United States State Supreme Court of North Carolina
    • December 15, 1909
    ...principle is not affected by the presence or absence of a malicious motive will be found approved and sustained in Oglesby v. Attrill, 105 U. S. 605, 26 L. Ed. 1186; Land & Gravel Co. v. Commission Co., 138 Mo. 445, 40 S. W. 93, 36 L. R. A. 804, 60 Am. St. Rep. 500; Hunt v. Simmons, 19 Mo. ......
  • Request a trial to view additional results

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