Seddon v. Holbrook-Blackwelder Real Estate Trust Co.

• Decision Date: 14 December 1909
• Parties: SEDDON v. HOLBROOK-BLACKWELDER REAL ESTATE TRUST CO. et al.
• Court: Missouri Court of Appeals

123 S.W. 994

SEDDON v. HOLBROOK-BLACKWELDER REAL ESTATE TRUST CO. et al.

St. Louis Court of Appeals. Missouri.

December 14, 1909.

APPEAL AND ERROR (§ 1009) — REVIEW — QUESTIONS OF FACT—FINDINGS IN EQUITY.

The findings of the trial judge on the weight of the testimony in an equity case will not be disturbed on slight or doubtful grounds.

Appeal from St. Louis Circuit Court; Matt G. Reynolds, Judge.

Action by James A. Seddon against the Holbrook-Blackwelder Real Estate Trust Company and others. From a judgment for defendants, plaintiff appeals. Affirmed.

J. L. Hornsby and Allen, Latham & Young, for appellant. Edward W. Banister, for respondents.

REYNOLDS, P. J.

This is a suit to enjoin the defendants from using or disposing of, and requiring them to deliver up to plaintiff, certain plans, drawings, and specifications made and delivered by plaintiff to defendants under the terms of a written contract looking to the execution of a scheme originated by plaintiff for the construction of a dam, canal, and power plant on the Mississippi river, St. Louis. The statement of the pleadings prepared by counsel for appellant is as follows:

"Plaintiff's petition states, in substance, that plaintiff originated a scheme for erecting across the Mississippi river, near the Chain of Rocks, at St. Louis, a dam, with necessary embankments, and a ship canal and power plant; that on October 18, 1904, plaintiff entered into a written contract with the Holbrook-Blackwelder Real Estate Trust Company, one of the defendants herein, by the terms of which the trust company undertook to organize a corporation for the promoting of plaintiff's scheme, and $4,900 was to be paid in cash into the treasury of the company to be used in preparing working plans and specifications and details for the dam, etc., and necessary engineering work incident to the proposition; that the four directors of the corporation should be plaintiff, and defendants, Holbrook, Blackwelder, and Taussig; that, when the corporation was formed and the $4,900 paid in, plaintiff should transfer to the corporation his scheme, invention, and all patents pertaining thereto, which he might have, in consideration of $5,100 of the capital stock of the company, of which $2,500 should be issued to plaintiff, $1,300 to the trust company, and $1,300 to defendant Taussig; that when the corporation had been formed and the scheme assigned plaintiff should then proceed to prepare working plans, specifications, and details, and all expenses incident thereto should be paid by this corporation, known as the `Promoting Company,' which expenses should not exceed $4,900; that plaintiff should receive for his services in this work $1,000, of which $500 should be paid when the corporation was organized and the $4,900 paid in to the company, and plaintiff should receive the other $500 when the plans were completed; that plaintiff should, when the promoting company was formed and the $4,900 paid in, join the promoting company in the execution of a contract whereby it would be agreed that, when the plans had been prepared, the promoting company should take bids for the construction of the dam, canal, and power plant, and after the bids had been received the promoting company would incorporate another corporation to be known as the `Power Company,' which latter corporation should undertake to obtain from the United States government permission to construct the dam, canal, and power plant, and would further undertake to provide means wherewith to construct the same; that when this power company had been incorporated the promoting company should transfer to it, the terms to be agreed, said scheme for constructing the dam, canal, and power plant, and all other property of the promoting company, upon the express agreement that plaintiff be employed as chief engineer of the power company, on a salary of $500 per month from the day of the transfer to the power company until the power company should get authority to construct the dam, and from that time to the completion of the work, at the rate of $1,000 per month; that as soon as all of the capital stock of the promoting company is issued the $5,100 of said stock issued in consideration of plaintiff's scheme as aforesaid shall be canceled and reissued in the name of the trust company as trustee under a voting trust agreement; that in case the trust company failed for thirty days after the date of said contract to secure subscriptions to the amount of $4,900 in cash, or should fail to incorporate the promoting company, then said contract should be null and void; that later, and on November 5, 1904, plaintiff made a supplementary agreement with the trust company whereby of the $2,500 of the stock to which he was entitled under the original agreement, $833.33 should be issued to the trust company for use by it in enlisting additional persons in the enterprise, but the other terms of the original agreement to remain in force, except that the time for carrying out the agreement should be extended to December 1, 1904.

"The petition further states that the trust company represented to plaintiff that the $4,900 of the promoting company stock had been subscribed and paid in in cash, and that on December 24, 1904, plaintiff, relying on said representations, executed jointly with defendants Holbrook, Blackwelder, and Taussig and others articles of association for the formation of a corporation under the laws of the state of Missouri, to be known as the `Hydraulic Power, Bridge & Construction Company,' with a capital of $10,000, in which articles of association it was stated that the capital stock was fully paid in cash, and in the hands of the persons signing the articles of association; that when plaintiff signed said articles of association he was informed by defendant Holbrook, who was also president of the trust company, that said sum of $4,900 in cash was actually in the hands of said Holbrook; that plaintiff then proposed and intended to convey to said corporation thus organized, the property belonging to him as provided and described in said written contract in payment of the $5,100 of stock in said corporation on the delivery to him of shares, as agreed, for that amount of said capital stock; that the articles of association of said corporation were duly recorded, and a certificate of incorporation was issued by the Secretary of State of Missouri; that after the execution of said written contract, and for the purpose of enabling them to carry out the same, he delivered to defendants a preliminary report in writing of general plans and documents bearing on the subject; that afterwards, relying on the statements of said trust company and Holbrook that the $4,900 had been paid in cash, plaintiff proceeded to carry out on his part the written agreement, and in pursuance thereof did perform services in making working plans, specifications, and details for a dam, power plant, and lock and canal, as provided for in said written contract, and delivered the same to defendants; that all said papers, plans, specifications, reports, and documents are now in the possession of the defendants, but are the sole and exclusive property of plaintiff; that plaintiff is now informed that at the time the articles of association of said promoting company were executed and filed said $4,900, constituting the cash portion of the capital stock of said company, and which was to be raised by said trust company under said written contract, had not been paid in cash, and was not in the hands of the parties to said articles of association, and that no part of said $4,900 has ever been paid by said subscribers to said articles of association that plaintiff, believing that the $4,900 had been paid in cash, immediately, upon the issuance of the certificate of incorporation, offered to assign to the promoting company his scheme for the construction of the dam, etc., upon the delivery of the $5,100 of capital stock as in said written agreement provided, but said promoting company failed and refused to deliver the said stock, and has never delivered the same; that said promoting company has failed to pay to plaintiff the $500 due upon the incorporation of said company, and that said $500 has never been paid to plaintiff; that plaintiff, believing that the $4,900 had been paid in cash to defendants Holbrook and the trust company, offered to enter into a written contract with the promoting company, agreeing to obligate themselves to keep the agreement mentioned in said original written contract, but said promoting company has failed and refused to join plaintiff in the execution of said new contract; that defendants have threatened to use and dispose of the plans, specifications, details, preliminary report, and other documents belonging to plaintiff, and by him delivered to defendants as above mentioned, and also threatened to use, develop, and dispose of the scheme or plan described in the written contract to the irreparable injury of plaintiff. Plaintiff asks that the written contract between him and the trust company be canceled and declared void and for naught held, and that defendants be restrained and enjoined from using, transferring, or disposing of said property of plaintiff in their possession, and that defendants be required to deliver and surrender up the same to plaintiff.

"Defendants in their answer admit the execution of the written contract mentioned in plaintiff's petition, but deny that defendants or any of them represented to plaintiff that the $4,900 had been subscribed and paid in cash for the capital stock of the promoting company. The answer further admits the execution of the articles of association, but alleges that plaintiff knew that the $4,900 had not been paid into the hands of the directors of the corporation, but denies generally all the other allegations contained in the petition. By way of further defense the answer alleges that when plaintiff si...