Rasmussen v. Roberge

• Decision Date: 06 December 1927
• Citation: 194 Wis. 362,216 N.W. 481
• Parties: RASMUSSEN ET AL. v. ROBERGE ET AL.
• Court: Wisconsin Supreme Court

194 Wis. 362

216 N.W. 481

RASMUSSEN ET AL.

v.ROBERGE ET AL.

Supreme Court of Wisconsin.

Dec. 6, 1927.

Appeal from a judgment of the Circuit Court for La Crosse County; R. S. Cowie, Circuit Judge. Reversed.

Action by A. T. Rasmussen and another against Adelbert J. Roberge, C. H. Schweizer, J. R. Johnson, and another. From a portion of an interlocutory judgment setting aside a trust deed to defendants Schweizer and Johnson, they appeal. Reversed and remanded.--[By Editorial Staff.]

This action was brought by the plaintiffs, stockholders of the La Crosse Lumber & Supply Company, against that company, to wind up its affairs, for the appointment of a receiver, as well as to set aside a trust deed executed by the corporation to the defendants C. H. Schweizer and J. R. Johnson to certain portions of the property of the corporation, to secure the payment of various amounts which the corporation agreed to pay certain stockholders of the corporation for the capital stock thereof held by said stockholders. The trial court entered an interlocutory judgment appointing a receiver and setting aside said trust deed. The trustees Schweizer and Johnson appeal from that portion of the judgment setting aside the trust deed.

It appears that the annual meeting of the stockholders of said corporation was held on the 13th of February, 1926. Dissatisfaction was expressed by certain stockholders because dividends had not been paid during the recent years, and they expressed the opinion that the capital stock of the corporation was not worth more than 70 cents on the dollar. This condition of the corporation was attributed to the inefficient management of the defendant Adelbert J. Roberge, who was the president, and owner of a majority of the stock of the said company, and to the further fact that the salary paid by the company to the said Roberge was too large. Roberge made reply to these complaints expressing satisfaction with the condition of the affairs of the company, that the stock was worth par, and concluded by saying that he would buy all of the stock of the dissatisfied members, paying therefor the amount of money which they had invested in the stock of the company. Certain stock dividends had been declared, and the proposition contemplated that stock representing such dividends would not be paid for. The proposition was that Roberge should return to the dissatisfied stockholders the amount of their actual investments in the stock of the company in exchange for the stock held by them, including the stock in the form of dividends which may have come into their hands. When asked how he would pay for it, he said he would sell a portion of the assets of the company known as the north side yard. He was informed that this property was not his to sell and that he could not pledge it as security for the payment of the purchase price of said stock. It was further suggested, however, that the corporation might make the proposition made by Roberge and secure the payment for the stock in the manner proposed by Roberge, whereupon the proposition was made on the part of the corporation. The meeting then adjourned until the 23d day of February, to enable the complaining stockholders to consider the proposition. During the interim, the complaining stockholders held a meeting and considered the proposition. The plaintiff Rasmussen, the owner of 30 shares of that stock, attended that meeting. It does not appear that the plaintiff Mulder, owner of 5 shares of stock, was present. All stockholders voted in favor of accepting the proposition, except Rasmussen, but after the vote Rasmussen said, “All right, boys; I will do as the rest of you do.”

At the adjourned meeting held on the 23d day of February there was present stockholders representing a total of 851 1/2 shares of stock out of a total capital stock of 990 shares. A resolution was introduced at this meeting which provided for the carrying out of the proposal made at the preceding meeting. It was provided in this resolution that certain property owned by the corporation should be deeded to the defendant C. H. Schweizer and J. R. Johnson, as trustees; that those desiring to sell their stock to the corporation upon the terms named should deposit their stock with the trustees, and that the trustees would deliver to them a note of the corporation for the amount which the corporation agreed to pay for their stock; that the trust deed should be executed by March 1st, and that any and all stockholders might signify their willingness to accept the proposition by filing their stock with the trustees on or before March 15, 1926. The trust deed was not executed before March 15th, and the time within which the stockholders might deliver their stock to the trustees was extended until March 31st. The plaintiffs Rasmussen and Mulder did not accept the proposition and did not deliver the stock to the trustees. The trustees immediately entered upon a campaign for the sale of the property, and in that behalf employed certain real estate agents in Minneapolis to find a purchaser. Some time in May or June Lieder & Lampert entered into negotiations with Roberge for the purchase of the entire property of the company. On July 30th the stockholders authorized a sale of the entire property of the company including that portion theretofore deeded to the trustees. The trustees deeded the property back to the corporation with the understanding that they would receive $17,000 of the $73,000 which Lieder & Lampert were to pay for the entire property of the company. The $17,000 was never paid over to the trustees. This action was commenced August 6, 1926.McConnell & Schweizer, J. R. Johnson, and C. H. Schweizer, all of La Crosse, for appellants.

Higbee & Higbee, of La Crosse, for respondents.

OWEN, J.

[1] This appeal presents the question of whether that portion of the judgment...