Reynaud v. Uncle Sam Planting & Mfg. Co.

• Decision Date: 03 November 1919
• Docket Number: 23635
• Parties: REYNAUD v. UNCLE SAM PLANTING & MFG. CO. et al. In re REYNAUD
• Court: Louisiana Supreme Court

83 So. 688

146 La. 400

REYNAUD v. UNCLE SAM PLANTING & MFG. CO. et al.

In re REYNAUD

No. 23635

Supreme Court of Louisiana

November 3, 1919

Rehearing Denied February 2, 1920

Pugh &amp Himel, of Saint James, and Guion & Lambremont, for relator.

Charles Louque, of New Orleans, and Howell, Wortham & Le Bourgeois for defendant Uncle Sam Planting & Mfg. Co.

OPINION

DAWKINS, J.

On January 16, 1919, the applicant herein petitioned the lower court for the appointment of a receiver for the Uncle Sam Planting & Manufacturing Company, alleging that he was an officer, director, and stockholder therein; that the other stockholders and officers had refused to recognize his rights as such, and had denied him any voice in the company's affairs; that he had protested and made demand upon them to be allowed access to the books and papers of the corporation which had been refused, and which, together with other illegal acts of defendants, constituted mismanagement justifying the appointment of a receiver to take charge of its affairs. Further, that the defendants had arrogated unto themselves the exclusive right to manage and control the company's business, and for two years had done so, without giving petitioner any notice of their acts and doings, notwithstanding his protest and demand that he be recognized as a stockholder, director, and officer of the corporation, and that defendants were thereby jeopardizing his rights and causing him irreparable injury. He further alleged that the defendants had willfully wasted the funds of the corporation by denying the ownership of a certain mortgage creditor of a note due by the corporation, and in forcing the said creditor to issue executory process against the real property of the corporation, thereby incurring useless expense in the shape of attorney's fees, costs, etc., to the extent of more than $ 4,000.

A rule nisi was issued upon said petition, directed to the defendants and made returnable on February 3, 1919. On that day the matter came up for hearing, and the same was continued at the instance of the petitioner, because of certain litigation between the same parties then pending before this court. We are further informed by the judge's answer that some time after the litigation in this court became final, the present plaintiff or applicant, Reynaud, applied to the court below, and obtained an order refixing the hearing on the petition for the receiver for June 17, 1919.

In the meantime, on May 26, 1919, defendants had filed a suit against plaintiff to annul the transfer of certain stock in the Uncle Sam Planting & Manufacturing Company, on the grounds of fraud, duress, want of capacity to deal with the subject-matter, with various other charges, and obtained from the lower court a writ of injunction, "temporarily restraining until the trial of this case [the suit to annul] the said Reynaud from disposing of said stock, or otherwise exercising acts of ownership of same during the pendency of this suit."

When the application for receiver was called up by Reynaud's counsel on June 17th, in lieu of filing a return thereto defendants' counsel filed a...