Old Dominion Copper Mining & Smelting Co. v. Lewisohn

• Decision Date: 04 December 1906
• Docket Number: 64.
• Citation: 148 F. 1020
• Parties: OLD DOMINION COPPER MINING & SMELTING CO. v. LEWISOHN et al.
• Court: U.S. Court of Appeals — Second Circuit

148 F. 1020

OLD DOMINION COPPER MINING & SMELTING CO. v. LEWISOHN et al.

No. 64.

United States Court of Appeals, Second Circuit.

December 4, 1906

Louis Brandeis, for appellant.

Eugene Treadwell, for appellees.

Before WALLACE, TOWNSEND, and COXE, Circuit Judges.

PER CURIAM.

The bill prays for relief as follows: First, that the sale of the mining claims to the complainant by Leonard Lewisohn, the defendants' testator, and Albert S. Bigelow, a citizen of Massachusetts and not a party to this action, be rescinded and the real estate reconveyed to the defendants, upon receipt by the complainant of the consideration paid therefor; second, that defendants return to the complainant the consideration paid by complainant for said property namely, 30,000 shares of its capital stock, or account therefor; third, that, if the court shall decide that the complainant is not entitled to rescind the sale of said real estate to it, then and in that event that the court ascertain the amount of damages sustained by complainant and direct the defendants, as executors, to pay the amount to complainant. We are unable to perceive how this relief, or any part thereof, can be granted the complainant upon the facts alleged in the bill. The fundamental difficulty with the bill is that it fails to state any facts showing that the complainant was in any way injured or defrauded by the transactions complained of. At the time of the transfer by Bigelow and Lewisohn to the company, Bigelow and Lewisohn and their representatives owned the entire issue of stock of the corporation. The sale by them to the corporation was in effect a sale by them to Bigelow and Lewisohn. A corporation can only act through the human beings who compose it. It cannot be deceived or defrauded, unless its stockholders and directors are deceived or defrauded. The corporation knew all that Bigelow and Lewisohn knew, and no one of the original parties to the transfer was defrauded by the exchange of the stock controlled by Bigelow and Lewisohn for the real estate controlled by them. It may be that such a large overcapitalization as is alleged in the bill might mislead and deceive careless and credulous purchasers of the stock but we are not now dealing with the case of a stockholder alleging concealment, fraud, and misrepresentation. The stockholders, apparently, have no complaint. At least they have not propounded any. Indeed, it is not easy to see how a...