Rothwell v. Robinson

• Decision Date: 26 November 1890
• Citation: 44 Minn. 538,47 N.W. 255
• Parties: ROTHWELL v ROBINSON ET AL.
• Court: Minnesota Supreme Court

44 Minn. 538

47 N.W. 255

ROTHWELLvROBINSON ET AL.

Supreme Court of Minnesota.

Nov. 26, 1890.

(Syllabus by the Court.)

Evidence considered and held not to show any unlawful diversion of the corporate business and assets by the majority of the stockholders of a corporation, entitling the plaintiff, a minority stockholder, to any relief.

Appeal from district court, Ramsey county; OTIS, Judge.

C. D. & Thos. D. O'Brien, for appellant.

Flandrau, Squires & Cutcheon, for respondents.

MITCHELL, J.

The nature of this action will sufficiently appear from the opinion on a former appeal. 39 Minn. 1,38 N. W. Rep. 772. When the cause was remanded to the district court the defendants answered,denying the allegations of the complaint, and upon the trial, after the plaintiff had introduced his evidence, and rested, the court dismissed the case, on the ground that the plaintiff had failed to substantiate his cause of action; and this ruling is the principal error here assigned. A careful examination of the record satisfies us that there was absolutely no evidence to support any of the material charges made in the complaint. One of these charges was that Robinson, aided by his co-defendants, had employed the business of the corporation for the benefit of the firm of Robinson & Cary, of which he was a member. All that the evidence shows is that the firm of Robinson & Cary were the largest and most valuable customers of the corporation, and paid full prices for all work done for them by it, and that Robinson had insisted that his firm should have the preference, in point of time, in getting out their work. Another charge is that Robinson had used the machinery, materials, and employes of the corporation, without remuneration to it, in private experiments of his own in making various kinds of tools and machinery which he claimed to have invented, but which were of no value. But the evidence shows that these experiments were not private enterprises of Robinson, but were made for the corporation, and with the consent of the directors, with the expectation and intention that, if the articles proved successful, they could and would be manufactured and sold by the corporation at a profit. There is nothing to indicate that this was not done in entire good faith. The most that can be claimed is that there was a mistake of judgment on the part of Robinson or the directors, which resulted in some loss to the corporation. The charge that large amounts of money borrowed by the corporation were misappropriated, and...