S. Bend Chilled-Plow Co. v. George C. Cribb Co.

• Decision Date: 02 February 1900
• Citation: 81 N.W. 675,105 Wis. 443
• Parties: SOUTH BEND CHILLED-PLOW CO. ET AL. v. GEORGE C. CRIBB CO. ET AL.
• Court: Wisconsin Supreme Court

105 Wis. 443

81 N.W. 675

SOUTH BEND CHILLED-PLOW CO. ET AL.

v.GEORGE C. CRIBB CO. ET AL.

Supreme Court of Wisconsin.

Feb. 2, 1900.

Appeal from circuit court, Milwaukee county; D. H. Johnson, Judge.

Action by the South Bend Chilled-Plow Company and others against the George C. Cribb Company and others to set aside certain fraudulent conveyances, and subject the property to the claims of creditors. A demurrer to the complaint was overruled, and defendants appeal. Affirmed.

Appeals from the circuit court for Milwaukee county, from orders overruling separate demurrers to the complaint, each grounded on the proposition that such complaint states several causes of action that cannot be properly joined. The complaint, by appropriate allegations, sets forth that each of the plaintiffs is a creditor of the defendant corporation, the George C. Cribb Company; the amount of the indebtedness as to each; that the action is brought in behalf of the plaintiffs as creditors of such corporation and of all persons similarly situated; that, after the indebtedness mentioned accrued, the officers and directors of the corporation, named as defendants, in breach of their duties as such to the corporation, wasted and misapplied its assets and converted the same to their own use and to the use of the defendant corporation, the Cribb Carriage Company, which last-named corporation is alleged to have been formed by such officers and directors in aid of a scheme formed by them to remove the assets of the George C. Cribb Company, without consideration, from its control and beyond the reach of its creditors, which scheme was carried out, leaving the debtor corporation wholly insolvent. All the various steps resorted to, to effect the scheme above stated, are set forth in the complaint, together making a good cause of action in equity at the suit of creditors, against the officers of the George C. Cribb Company and the corporation and persons who fraudulently obtained the property of such company as alleged, or some part thereof, to set aside the alleged fraudulent transfers and compel an accounting by such officers of their official management of the affairs of the corporation so far as necessary to protect the plaintiffs as creditors and protect all other persons similarly interested. The complaint contains a prayer for relief to that effect, and, in addition, for judgment against the George C. Cribb Company in favor of the South Bend Chilled-Plow Company for the amount claimed to be due to it, and similar judgments in favor of the St. Paul Plow Company and the Western Wheeled-Scraper Company respectively.Winkler, Flanders, Smith, Bottum & Vilas, for appellants.

E. M. McVicker, A. G. Weissert, and W. J. Turner, for respondents.

MARSHALL, J. (after stating the facts).

The complaint, in all essential parts, is the same as that considered on the first appeal in this case, reported in 97 Wis. 230, 72 N. W. 749. While the question here raised was not presented for consideration there, it was necessarily involved and was decided in reaching the conclusion upon which the decision was grounded; and the result is therefore res adjudicata of the same question, presented, as it now is, as the primary subject for adjudication. Case v. Hoffman, 100 Wis. 334, 75 N. W. 945;Quackenbush v. Railroad Co., 71 Wis. 472, 37 N. W. 834; Wells, Res Adj. § 217. It is said that, “Every proposition assumed or decided by the court, leading up to the final conclusion, and upon which such conclusion was...