Peckham v. FAMILY LOAN COMPANY, Civ. No. 2900-M.
| Decision Date | 19 March 1957 |
| Docket Number | Civ. No. 2900-M. |
| Citation | 169 F. Supp. 52 |
| Parties | R. E. PECKHAM, Assignee for the Creditors of the Meyer-Kiser Bank, succeeding Thomas H. Garvin, Receiver of the Meyer-Kiser Bank, Plaintiff, v. FAMILY LOAN COMPANY, a corporation; Ferd S. Meyer, otherwise known as Ferdinand S. Meyer; Ferdinand S. Meyer, Trustee, otherwise known as Ferd S. Meyer, Trustee; Rosalyn A. Meyer, otherwise known as R. A. Meyer; James Meyer; James Meyer, Trustee; Hoke T. Maroon, otherwise known as H. T. Maroon; H. T. Maroon, Trustee, otherwise known as Hoke T. Maroon, Trustee; Family Loan Company, a Florida corporation; Seaboard Finance Company of Florida, a Delaware corporation; Seaboard Finance Company, a Delaware corporation; and Town Finance Company, Inc., a Florida corporation, Defendants. |
| Court | U.S. District Court — Southern District of Florida |
Jay E. Darlington, Hammond, Ind. (Shutts, Bowen, Simmons, Prevatt & Boureau, Miami, Fla., of counsel), for plaintiff.
Ward & Ward, Miami, Fla., for defendant.
This case involves transactions covering a long period of time — from 1930 until the present — and a brief history of the principal facts seems pertinent.
Sol Meyer, when a young man and a resident of Indianapolis, Indiana, married Florence Strauss, the daughter of a wealthy family in Washington, D. C. They began their married life in Indianapolis but, like many others, spent the winter season principally in Miami, Florida, and where eventually they resided permanently. In 1925 or slightly prior thereto, Sol Meyer, with a cousin, Sol Kiser, organized the Meyer-Kiser Bank in Indianapolis, Indiana, and soon thereafter, the Meyer-Kiser Bank in Miami, Florida. In addition to these banking institutions Meyer and Kiser had several other corporations and partnerships dealing in real estate, insurance and short loans.
On May 12, 1931, both the Meyer-Kiser banks were closed and receivers appointed. From 1930 to 1932 banks failed all over the United States, many of them because of the depreciated value of collateral and through no fault of the officers. A suit was filed under the stockholders liability statute by the receiver of the Miami bank against Ferd S. Meyer, son of Sol and Florence Meyer, alleging that he was the owner of a large block of stock consisting of 1,131 shares in the Miami bank, and on December 30, 1932, judgment was rendered against him for a sum in excess of $100,000. On September 18, 1933, Ferd S. Meyer filed a petition in bankruptcy and received his discharge March 13, 1934. An action was instituted against Sol Meyer by the receiver of the Indianapolis bank charging misappropriation of funds, and in October, 1938, judgment was rendered in the state circuit court against Sol Meyer for a sum in excess of $800,000, which judgment was affirmed by the Appellate Court of Indiana in 1941 (Meyer v. Garvin, 110 Ind.App. 403, 37 N.E.2d 291). After recovering said judgment the receiver sued Sol Meyer upon the judgment, in this court, Meyer having become a resident of Miami, and recovered a personal judgment against him in this court on January 30, 1939.
Prior to 1931, at the suggestion of Florence Meyer, Ferd S. Meyer organized the Family Loan Company, a Florida corporation (hereinafter referred to as the Loan Company), with the capital provided by Florence Meyer. When Ferd Meyer secured the charter he provided for the temporary issuance of stock as follows: Ferd S. Meyer, 98 shares; W. C. Chadwick and A. M. Reder, one share each as qualifying stockholders. At the request of Florence Meyer, on the same day the stock was first issued, it was reissued to: Florence Meyer, 97 shares; Ferd S. Meyer, W. C. Chadwick and A. M. Reder, one share each as qualifying stockholders. But the stock was regarded at all times as belonging to Florence Meyer.
On January 16, 1932, Florence Meyer organized the Florence Meyer Trust (hereinafter referred to as the Trust), providing all of the capital and designating Sol Meyer and Ferd S. Meyer as trustees, and the beneficiaries as Sol Meyer, Jr., Edward Meyer, sons of Sol and Florence Meyer, and James M. Meyer, the minor son of Ferd Meyer. This Trust was created for the primary purpose of providing for the comfort, education and living expenses of Sol Meyer, Jr., and Edward Meyer, who because of physical disabilities from childhood were incapable of caring for themselves. From time to time the trustees made investments, some of which were made in the preferred stock of the Loan Company, which stock was later recalled and in lieu thereof debenture notes of the Loan Company were issued. The trustees remained the same until the death of Sol Meyer in November, 1939, and thereafter Ferd Meyer acted as sole trustee until James M. Meyer, his son, became of age and was appointed an additional trustee under the terms of the Trust. The Trust funds, so far as the record discloses, were invested in accordance with the best judgment of the trustees, and the funds therefrom were expended for the beneficiaries from time to time.
On March 1, 1949, the present suit was filed by R. E. Peckham, assignee for the creditors of the Meyer-Kiser Bank, succeeding Thomas E. Garvin, receiver of the Meyer-Kiser Bank of Indianapolis. An amended complaint was filed on March 14, 1949, and an intervening claim on May 13, 1949. The complaints and intervening claim alleged the judgment in the Indiana court against Sol Meyer and the subsequent personal judgment against him in this court, the plaintiff succeeding to all rights thereunder by assignment from the receiver of the Indianapolis bank. It further alleged that Sol Meyer conspired with the other defendants to conceal his assets from the payment of said judgment in that all, or the major portion, of the capital invested in the Loan Company and the Trust was in fact the property of Sol Meyer, and therefore the assets of the Loan Company and the Trust were subject to the payment of the judgment. That while Ferd S. Meyer filed a petition in bankruptcy and received his discharge in 1934, he fraudulently failed to list as his personal assets his holdings in the Loan Company and therefore said discharge is no bar to an action against Ferd Meyer on the judgment against him in the Florida court. That said judgment was assigned to R. E. Peckham by Harold C. Costello, J. H. Chance and Vera Chance, the three stockholders who succeeded to the assets of the Augusta Holding Corporation when it dissolved, said judgment having been purchased by Augusta when the assets of Ferd Meyer, bankrupt, were sold at public auction. The plaintiff seeks to pursue the assets of the Loan Company and subject the interests of all the other defendants in its stock, debentures, notes and evidence of indebtedness to the payment of plaintiff's judgments against Sol Meyer and Ferd Meyer.
The various defendants have filed their answers.
Defendants Rosalyn A. Meyer, wife of Ferd Meyer, and James M. Meyer, their son, deny generally the allegations of the amended complaint and allege that each of them individually has been and is a stockholder of the Loan Company, but both deny that they are stockholders by virtue of any transfer or assignment of anything of value from Sol Meyer to them, and further deny that either of them held any of the stock or debentures of said company in trust for Sol Meyer or his estate, or anyone other than in their own right.
The Loan Company filed its answer denying that Sol Meyer at any time was ever a holder of record of common or preferred stock or the debentures of said corporation, either directly or indirectly; that Sol Meyer promoted or helped to promote the organization of said company or that he was the actual or equitable owner of any part of the capital which went into said corporation; and further, that Sol Meyer loaned or furnished additional monies or properties to said corporation.
Ferd S. Meyer in his answer individually denies the material allegations of said complaint and specifically denies that said Sol Meyer had anything to do with the organization or promotion of the Loan Company, or was ever the owner of any of the common or preferred stock or the debentures of said Loan Company; that Sol Meyer ever gave or transferred to him any funds for investment in said Loan Company in any capacity. He admits that judgment was rendered against him individually in the Circuit Court of Dade County, Florida, on December 30, 1932, but alleges that he was duly adjudicated a bankrupt and discharged thereafter in Cause No. 1368-M in this court on March 13, 1934. This defendant further alleges that in his bankruptcy schedules he listed all liabilities of every nature and character including the above judgment and, therefore, the plaintiff is barred not only by the statute of limitations but by his discharge in bankruptcy.
Answering defendant Hoke T. Maroon denies that Sol Meyer beginning in the first part of 1930 and continuing thereafter until his death in 1939, promoted the organization and business of the Loan Company; that Sol Meyer ever owned any of the common or preferred stock or debentures of said company but says that Sol Meyer was an employee of said company on a nominal salary but did not promote the company, was not the directing head, and was not the actual or equitable owner of any portion of the capital which went into said company; that this defendant never received any...
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Peckham v. Family Loan Company, 16817.
...that it was error to enter judgment for the appellees. We cannot agree. The judgment, we think, was a proper one. See Peckham v. Family Loan Co., D.C., 169 F.Supp. 52. There was no error in overruling the motion for a new trial which raised the same questions as are presented on this appeal......
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Meyer v. SEABOARD FINANCE COMPANY, 19175.
...against Family Loan. Seaboard employed counsel to represent it in the Peckham suit. There was a trial and a judgment against Peckham. 169 F.Supp. 52. This Court affirmed. 262 F.2d 422. The Supreme Court denied certiorari on October 12, 1959. 361 U.S. 824, 80 S.Ct. 70, 4 L.Ed. 2d After ten a......