Risser v. Patton
| Decision Date | 20 February 1908 |
| Parties | RISSER et al. v. PATTON. |
| Court | Illinois Supreme Court |
OPINION TEXT STARTS HERE
Appeal from Circuit Court, Kankakee County; Frank L. Hooper, Judge.
Bill by E. D. Risser and others against Charles O. Patton, to enjoin Patton from prosecuting an action at law and for the adjustment of all the matters in difference between the parties growing out of the purchase of the capital stock of an electric railway and a tract of land used for park purposes, and to establish that Patton held the park property in trust for the benefit of the stockholders of the electric railway company. Decree for complainants and defendant appeals. Affirmed.P. R. Boylan and Smith & Marcotte, for appellant.
Small & Brock, for appellees.
May 29, 1905, E. D. Risser, R. A. McCracken and C. O. Patton entered into an option contract with Emory Cobb to purchase all of the capital stock of the Kankakee Electric Railway Company and a tract of land known as ‘Electric Park,’ situated in and near the city of Kankakee, for the sum of $100,000, less a commission of $2,000, of which amount $10,000 was paid in cash on that day, and it was agreed that the balance of said purchase money should be paid within 90 days from May 29, 1905, or the $10,000 paid that day on said purchase price should be forfeited. Eight thousand dollars of said $10,000 was furnished by E. D. Risser and $2,000 of said $10,000 was furnished by R. A. McCracken, and it was agreed that when the deal was closed said sums should be refunded to them or applied upon their proportionate share or the purchase money. It was also agreed that said properties, when said purchase was completed, should be owned in equal shares by E. D. Risser, R. A. McCracken, C. O. Patton, and E. E. Rollins, and the funds with which to purchase said properties were proposed to be raised by bonding said electric railway company. It was found, however, the funds could not thus be raised, and the purchase price was finally paid by delivering to Cobb the bonds of the electric railway company for $50,000 and mortgages upon the electric railway company's property and the Electric Park property for $15,000, and by paying to him in cash $33,000, which several amounts aggregate $98,000, which was the amount of the purchase price, less the $2,000 commission. The $33,000 in cash (which included the $10,000 option money) was furnished as follows: By Risser $15,500, McCracken $8,250, Rollins $8,250, and Patton $1,000. The capital stock of the Kankakee Electric Railway Company was increased from $50,000 to $100,000, and consisted of 1000 shares of $100 each. Five hundred shares were issued as follows: To E. D. Risser 234, to R. A. McCracken 125, to E. E. Rollins 125, and to C. O. Patton 16. Risser, McCracken, and Rollins accepted the shares issued to them, respectively but Patton refused to accept the shares issued to him, and demanded that one-fourth of the entire capital stock of the Kankakee Electric Railway Company be issued to him.
During the negotiations for the purchase of said properties from Cobb C. O. Patton conveyed to E. E. Rollins a tract of Texas land, which it is contended by Patton was conveyed to Rollins in full payment of a one-fourth interest in the properties purchased of Cobb, while it is contended by Risser, McCracken, and Rollins that the said conveyance was made as security to E. D. Risser for advancing, for the benefit of C. O. Patton, $2,500 of the $8,000 paid to Emory Cobb by Risser to secure the option for the purchase of said properties at the time the option contract was signed. The Electric Park property was conveyed to C. O. Patton in trust for the benefit of himself, Risser, McCracken, and Rollins, said park property being used as a summer resort in connection with said Kankakee Electric Railway. Patton demanded that one-fourth of the capital stock of said railway company be transferred to him, and upon the refusal of Risser, McCracken, and Rollins to accede to his demand he refused to permit arrangements to be made for the future use of said park property in connection with said railway property, and thereafter commenced an action at law against E. D. Risser, R. A. McCracken, E. E. Rollins, and the Kankakee Electric Railway Company in the circuit court of Kankakee county for damages for a failure and refusal to issue to him one-fourth of the capital stock of said railway company. Thereupon E. D. Risser, R. A. McCracken, and E. E. Rollins filed this bill against C. O. Patton, and subsequently the Kankakee Electric Railway Company was made a party complainant, to enjoin the said C. O. Patton from prosecuting said action at law, and for the adjustment of all the matters in difference between the parties to said litigation growing out of the purchase of said properties from Emory Cobb, and to establish that said C. O. Patton held said Electric Park property in trust for the benefit of said stockholders of the Kankakee Electric Railway Company.
A demurrer was overruled to the bill, and thereupon C. O. Patton filed an answer thereto, and a replication having been filed, a trial was had, and a decree entered, wherein it was found that the complainants E. D. Risser and R. A. McCracken, and the defendant, C. O. Patton, took an option for the purchase of the capital stock of the Kankakee Electric Railway Company and Electric Park from Emory Cobb on the 29th day of May, 1905; that they paid for said option 10,000; that E. D. Risser paid $8,000, and R. A. McCracken $2,000, of said option money; that Risser was to have one-half, McCracken one-fourth, and Patton one-fourth of said properties; that Patton did not put up any part of said option money, but that his share was paid by Risser, Patton agreeing to convey to Risser certain lands located in Jackson county, Tex., as security for the money advanced for Patton by Risser for putting up Patton's share of said option money; that at the time of the purchase...
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